Common use of Indemnification; Directors’ and Officers’ Insurance Clause in Contracts

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From The Company and, from and after the Effective Time, Parent the Surviving Corporation, shall indemnify indemnify, defend and hold harmless, to harmless the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director officers, directors, employees and officer agents of the Company and its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees and expenses), all judgments, fines, losses, claims, damages damages, costs or expenses (including reasonable attorneys' fees) or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing matters, actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at to or after the Effective TimeTime (i) that areto the full extent permitted by New York law or, if the protections afforded thereby to an Indemnified Person are greater, (ii) to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company's Certificate of Incorporation, as amended, and Bylaws and agreements in effect at the date hereof (to the extent consistent with applicable law), which provisions shall survive the Merger and continue in full force and effect after the Effective Time. Without limiting the foregoing, (i) HK shall, and shall cause the Surviving Corporation to, periodically advance expenses (including the transactions contemplated attorney's fees) as incurred by this Agreement or serve as a fiduciary under, or an Indemnified Person with respect toto the foregoing to the full extent permitted under applicable law, and (ii) any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained determination required to be made with respect to whether an Indemnified Party shall be entitled to indemnification shall, if requested by or contributed to such Indemnified Party, be made by independent legal counsel selected by the Company or any of its SubsidiariesSurviving Corporation and reasonably satisfactory to such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent shall indemnify and hold harmlessFSIC shall, to the fullest extent permitted under applicable Law (and Parent shall also as set forth in the Indemnification Agreement, dated July 22, 2018, by and between CCT and each member of CCT’s Board of Directors, indemnify, defend and hold harmless and advance expenses as to the present and former directors and officers of CCT or any of its Consolidated Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against all costs or expenses (including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including the Transactions). In the event of any such Indemnified Liabilities, (i) FSIC shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable Law provided that the Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present indemnification and former director complies with other applicable provisions imposed under the Investment Company Act and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to interpretations thereof by the Company SEC or any its staff and (ii) FSIC and the applicable Indemnified Parties shall cooperate in the defense of its Subsidiariessuch matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Company’s Organizational Documents in effect as of the date of this Agreement, Parent shall also cause (including by providing all necessary funding) the Surviving Corporation to (i) indemnify, defend and hold harmless the Indemnified Parties against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of the fact that he or she is or was a director or officer of the Company or any of its Subsidiaries, including in connection with (A) the transactions contemplated by this Agreement and (B) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and (ii) advance reasonable documented out-of- pocket expenses as incurred to the fullest extent permitted under applicable Law in connection therewith (upon receipt from such Indemnified Party of a request therefor, accompanied by invoices or other relevant documentation); provided the that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the Chosen Courts that such Person is not entitled to indemnification)such advanced expenses; provided, each present further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and former director and officer the Company’s Organizational Documents in effect as of the Company date of this Agreement shall be made by independent legal counsel selected by the Surviving Corporation and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior acceptable to the Effective Time Indemnified Party (and whether asserted such acceptance not to be unreasonably conditioned, withheld or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdelayed).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law law, each present and former director and officer of the Company and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, the fact that such person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another person and pertaining to matters, acts or omissions existing or occurring at or prior to the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated by this Agreement; and Parent shall also advance expenses as incurred by such Company Indemnified Party to the fullest extent permitted under by applicable Law law; provided that the Person Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person Company Indemnified Party is not entitled to indemnification), each present and former director and officer of . Parent shall reasonably cooperate with the Company Indemnified Party, and its Subsidiaries (collectivelythe Company Indemnified Party shall reasonably cooperate with Parent, in the “Indemnified Parties”) against defense of any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any such claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless, harmless to the fullest extent permitted as such individuals would be indemnified as of the date of this Agreement under applicable Law Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted that such individual would have been entitled to under applicable Law provided Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall and the Surviving Company agree that they will indemnify and hold harmless, to the fullest extent Parent, Merger Sub or the Company would be permitted to do so under applicable Law (and Parent shall also advance expenses their respective Organizational Documents in effect as incurred to of the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)date of this Agreement, each present and former (determined as of the Effective Time) director and officer of Parent, Merger Sub and the Company and its Subsidiaries each of their respective Subsidiaries, in each case, when acting in such capacity (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) that arethe Transactions, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company and (ii) actions to enforce this provision or any other indemnification or advancement right of Subsidiary of any Indemnified Party, and Parent or the Surviving Company shall also advance expenses as incurred to the fullest extent that the Company, including Parent or Merger Sub, as applicable, would have been permitted to do so under applicable Law and its respective Organizational Documents in effect as of the transactions contemplated date of this Agreement; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed final adjudication that such Person is not entitled to by the Company or any of its Subsidiariesindemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall agrees that it will indemnify and hold harmlessharmless each present and former director and officer of the Company, (when acting in such capacity) determined as of the Effective Time (each, an Indemnified Party and, collectively, the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, amounts paid in settlement claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, actual or threatened, whether civil, criminal, administrative or investigative, in whole or in part based on or arising in whole or in part out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law Maryland law and its charter or by-laws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law provided the Person to whom expenses are advanced provides (x) a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and (y) an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Combined Company shall indemnify and hold harmless, harmless to the fullest extent permitted as such individuals would be indemnified as of the date of this Agreement under applicable Law Law, Versum’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and Parent officer of Versum or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of Versum or any of its Subsidiaries as a director or officer of another Person in which Versum or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and the Combined Company shall also advance expenses as incurred to the fullest extent permitted that such individual would have been entitled to under applicable Law Law, Versum’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided the that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent that the Company would have been permitted under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, the Surviving Corporation shall (i) indemnify, defend and Parent shall also hold harmless the Indemnified Parties against any reasonable and documented costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, and (ii) advance expenses as incurred to the fullest extent permitted under applicable Law Indemnified Parties as incurred; provided the that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the Chosen Courts that such Person is not entitled to indemnification)such advanced expenses; and provided further, each present that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and former director and officer the Company’s Organizational Documents in effect as of the Company date of this Agreement shall be made by independent legal counsel selected by the Surviving Corporation and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior acceptable to the Effective Time Indemnified Party (and whether asserted such acceptance not to be unreasonably conditioned, withheld or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdelayed).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall, and Purchaser shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the certificate of incorporation and bylaws of the Company provided the Person person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnificationindemnification by the Surviving Corporation), each present and former director and officer of the Company and or its Subsidiaries (in each case, when acting in such capacity), determined as of the Effective Time (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within Agreement; provided that the meaning of Section 3(3) of ERISA) at any time maintained by or contributed Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification by the Company or any of its SubsidiariesSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the First Effective Time, Parent shall indemnify and hold harmlessPIF shall, to the fullest extent permitted under applicable Law (Law, indemnify, defend and Parent shall also hold harmless and advance expenses as to the present and former directors and officers of SLIC or any of its Consolidated Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against all costs or expenses (including reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Proceeding arising out of actions or omissions occurring at or prior to the First Effective Time (including the Transactions). In the event of any such Indemnified Liabilities, (i) PIF shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable Law provided that the Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present indemnification and former director complies with other applicable provisions imposed under the Investment Company Act and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to interpretations thereof by the Company SEC or any its staff and (ii) PIF and the applicable Indemnified Parties shall cooperate in the defense of its Subsidiariessuch matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From The Company shall, and from and after the Effective Time, the Parent shall indemnify and Surviving Corporation shall, indemnify, defend and hold harmlessharmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred date hereof or who becomes prior to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides Effective Time, an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)officer, each present and former director and officer director, employee or agent of the Company and or any of its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or all losses, claims, damages, costs, expenses (including reasonable attorneys’ ' fees and expenses), judgments, fines, losses, claims, damages liabilities or liabilities (collectively, “Costs”) incurred judgments or amounts that are paid in settlement with the approval of the indemnifying party of or in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, investigation based in whole or in part, based part on or arising in whole or in part out of the fact that such person is or was a director, officer, employee or agent of the Company or any of Subsidiary of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the CompanyEffective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated by this Agreement hereby, in each case to the full extent a corporation is permitted under the DGCL to indemnify its own directors or serve officers as a fiduciary underthe case may be (and Parent and the Surviving Corporation, or with respect toas the case may be, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.will pay expenses in

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify DSW and hold harmlessthe Surviving Entity shall, to the fullest extent permitted under by applicable Law (Law, jointly and Parent shall also advance severally indemnify, defend and hold harmless, and provide advancement of expenses as incurred to, each person who is now, or has been at any time prior to the fullest extent permitted under applicable Law provided date hereof or who becomes prior to the Person to whom expenses are advanced provides Effective Time, an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)officer, each present and former director and officer or employee of the Company and RVI or any of its Subsidiaries (collectively, the “RVI Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities (collectively, “Costs”) incurred judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, investigation based in whole or in part, based part on or arising in whole or in part out of the fact that such person is or was a director, officer, officer or employee of the Company RVI or any of Subsidiary of RVI prior to the CompanyEffective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by hereby) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by RVI pursuant to RVI’s Articles of Incorporation, Code of Regulations and indemnification agreements, in existence on the date hereof with any present or serve as a fiduciary underformer directors, officers or with respect to, any employee benefit plan (within the meaning employees of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of RVI and its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless, harmless to the fullest extent the Company would be permitted to do so under applicable Law (and Parent and the Surviving Corporation shall also advance expenses as incurred incurred, to the fullest extent that the Company would have been permitted under applicable Law provided Delaware law and 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)Company’s certificate of incorporation as of the date of this Agreement, to) each present and former director and officer of the Company and its Subsidiaries (collectively, in each case, the “Indemnified Parties” and each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such Persons at the request of the Company at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including in connection with (i) the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent shall indemnify and hold harmlessTCPC shall, to the fullest extent permitted under applicable Law (Law, defend and Parent shall also hold harmless and advance expenses as to the present and former directors and officers of BCIC or any of its Consolidated Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against all costs or expenses (including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including any matters arising in connection with this Agreement or the Transactions). In the event of any such Indemnified Liabilities, (i) TCPC shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable Law provided that the Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present indemnification and former director complies with other applicable provisions imposed under the Investment Company Act and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to interpretations thereof by the Company SEC or any its staff and (ii) TCPC and the applicable Indemnified Parties shall cooperate in the defense of its Subsidiariessuch matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law, provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “"Indemnified Parties”") ------------------- against any costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred ----- in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior toTime, at or after including the Effective Time) that aretransactions contemplated by this Agreement, which is based in whole or in partpart on, based on or arising arises in whole or in part out of the fact that such person is or was a director, officer, employee director or officer of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall each of Buyer and the Company agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent Buyer shall also advance expenses therefor (subject to an obligation to reimburse if ultimately found by final non-appealable order to not be entitled to indemnification) as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw), each present and former director and officer of the Company and its wholly-owned Subsidiaries (including for this purpose Subsidiaries wholly-owned, directly or indirectly, by the Company other than with respect to a de minimis number of shares of capital stock that are required by the applicable Law of any jurisdiction to be held by other persons) (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding Proceedings or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries, or services performed or alleged to have been performed by such persons at the request of the Company or its Subsidiaries, in each case, at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including connection with the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmlessharmless for six years, to the fullest extent permitted under applicable Law law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director director, officer and officer employee of the Company and its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees ' and expensesexperts' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, relating to any acts or omissions by such Persons in their capacities as directors, officers, or employees of the Company and its Subsidiaries and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the -38- 45 Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement Agreement; provided, however, that Parent shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such Party believed to be in or serve as a fiduciary under, or with respect to, any employee benefit plan (within not opposed to the meaning best interests of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesCompany.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent TD Banknorth shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director director, officer and officer employee of Hxxxxx United or a Subsidiary of Hxxxxx United, as applicable, determined as of the Company and its Subsidiaries Effective Time (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, arising in whole or in part, based on or arising part out of or pertaining to the fact that such person he or she is or was a director, officer or employee of Hxxxxx United or, while a director, officer or employee of Hxxxxx United, is or was serving at the request of Hxxxxx United as a director, officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise, including without limitation matters related to the Company negotiation, execution and performance of this Agreement or any of Subsidiary of the Company, including the transactions contemplated by this Agreement hereby, to the fullest extent which such Indemnified Parties would be entitled under the Hxxxxx United Certificate as of the date hereof (which right to indemnification shall include the advancement of reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, action, suit, proceeding or serve as a fiduciary under, or with respect to, investigation upon receipt from an Indemnified Party of any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesrequired undertaking).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and its Subsidiaries (collectivelyin each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that are, the Company would have been permitted under Delaware Law and its certificate of incorporation or bylaws in whole effect on the date hereof to indemnify such Person (and Parent or in part, based on or arising out of the fact Surviving Corporation shall also advance expenses 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 if it is ultimately determined that such person Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether an officer’s or was a director, officer, employee of ’s conduct complies with the Company or any of Subsidiary of standards set forth under Delaware Law and the Company, including the transactions contemplated ’s certificate of incorporation and bylaws shall be made by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to independent counsel selected by the Company or any of its SubsidiariesSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that from and after the Effective Time, Parent shall and the Surviving Corporation will indemnify and hold harmlessharmless each present and former director and officer of the Company (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against all 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 actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (each a “Claim”), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided Law; provided, however, 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). Further, each present the Surviving Corporation shall assume, perform and former director and officer observe the obligations of the Company under any agreements in effect as of the date of this Agreement to indemnify those Persons who are or have at any time been directors and its Subsidiaries (collectively, officers of the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees Company for their acts and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time (and whether asserted in their capacity as officers or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdirectors.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Surviving Corporation agrees that it will indemnify and hold harmlessharmless each present and former director and/or officer of the Company, determined as of the Effective Time (the "Indemnified Parties"), that is made a party or threatened to be made a party to any threatened, pending or completed, action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a director or officer of the Company or any subsidiary of the Company prior to the Effective Time and arising out of actions or omissions of the Indemnified Party in any such capacity occurring at or prior to the Effective Time (a "Claim") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, amounts paid in settlement pursuant to Section 7.7(b), losses, claims, damages or liabilities (collectively, "Costs") reasonably incurred in connection with any Claim, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Texas law. The Surviving Corporation shall also advance expenses (including attorneys' fees), as incurred by the Indemnified Party to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law provided the Person to whom expenses are advanced such Indemnified Party provides an undertaking to repay such advances if it is ultimately determined that such Person Indemnified Party is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective TimeTime through the sixth anniversary thereof, Parent shall indemnify Dime agrees to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company BFS and its Subsidiaries subsidiaries determined as of the Effective Time (collectively, the “"Indemnified Parties”") against any costs or all losses, claims, damages, costs, expenses -------------------- (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages liabilities or liabilities (collectively, “Costs”) incurred judgments of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, investigation arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and a "Claim") ----- in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of BFS or any of its subsidiaries, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time) that are, to the fullest extent to which directors and officers of BFS are entitled under Delaware or other applicable law as in whole or effect on the date hereof (and Dime shall pay expenses in part, based on or arising out advance of the fact final disposition of any such action or proceeding to each Indemnified Party to the extent permissible to a Delaware corporation under Delaware law as in effect on the date hereof; provided, that the person to whom expenses are advanced -------- provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification). All rights to indemnification in respect of a Claim asserted or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (made within the meaning period described in the preceding sentence shall continue until the final disposition of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariessuch Claim.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law, 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), each present and former director director, officer and officer employee of the Company and its Subsidiaries and each individual who was serving at the request of the Company or its Subsidiaries as a director, officer, employee, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing (x) their service as such or occurring (y) services performed by such Indemnified Parties at the request of the Company or its Subsidiaries, in each case at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including (i) the Merger and any other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of ii) actions to enforce this Section 3(3) of ERISA) at any time maintained by or contributed to by the Company 6.11 or any other indemnification or advancement right of its Subsidiariesany Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall and shall cause the Surviving Company to indemnify and hold harmless, as and to the fullest extent permitted under applicable Law (provided in the certificate of incorporation and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer bylaws of the Company as in effect on the date of this Agreement and permitted by applicable Law, all past and present directors and officers of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or losses, Claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expensesexpenses in advance of the final disposition of any Claim, suit, proceeding or investigation to each Indemnified Party upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred fines and amounts paid in settlement in connection with any claimactual or threatened Claim, action, suit, proceeding or investigation, whether civil, criminal, criminal or administrative (in each case whether asserted or investigativeclaimed before or after the Effective Time), arising out of acts or pertaining to matters existing or omissions occurring at or prior to the Effective Time (and whether asserted in connection with such Indemnified Party serving as a director or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee officer of the Company or any of Subsidiary its Subsidiaries (including in connection with an Indemnified Party serving at the request of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesSubsidiaries as a director, officer, employee, trustee or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity and including acts or omissions occurring in connection with this Agreement and the transactions contemplated hereby).

Indemnification; Directors’ and Officers’ Insurance. (a) From Newco agrees that, from and after the Effective Time, Parent shall it will cause the Surviving Corporation for a period of six years from the Effective Time to indemnify and hold harmless, to the fullest extent permitted under applicable Law (harmless each past and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and Stratex or any of its Subsidiaries (in each case, for acts or failures to act in such capacity) (collectively, the “D&O Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that areStratex would have been permitted under Delaware law and its certificate of incorporation or bylaws as in effect on the date of this Agreement to indemnify such Person (and Newco shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, in whole or in parthowever, based on or arising out of that the fact Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person Person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeClosing Date, each of Parent shall indemnify and the Debtor agrees that it will indemnify, defend and hold harmlessharmless each present and former director and officer of the Debtor and its Subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”) from and against any and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (whether or not incurred in connection with any Proceeding or investigation, whether civil, criminal, administrative or investigative) arising out of or related to such Indemnified Party’s service or status as an officer or director of the Debtor or one of its Subsidiaries or any action or inaction on the part of any such Person in such capacity, in each case, as of prior to the Closing, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent such Indemnified Party would be permitted to be indemnified by the Debtor or its applicable Subsidiary under applicable Law and the certificate of incorporation and by-laws (and Parent shall also advance expenses as incurred to or comparable organizational documents) of the fullest extent permitted under Debtor or its applicable Law Subsidiary in effect on the date of this Agreement; 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), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will (including by Parent providing sufficient funds to the Surviving Corporation or the applicable Subsidiary) indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries and each other Person who, at the request or for the benefit of the Company or any of its Subsidiaries, is or was previously serving as a director or officer, MLP employee or fiduciary of any other Person or any benefit plan of the Company or any benefit plan of any of the Company’s Subsidiaries (collectivelyin each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”) ), from and against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that are, in whole the Company or in part, based on or arising out of the fact that such person is or was a director, officer, employee applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or any by-laws or other governing documents in effect on the date of Subsidiary of the Company, including the transactions contemplated by this Agreement to indemnify such Person (and Parent or serve the Surviving Corporation shall also advance fees, costs and expenses (including attorneys’ fees and disbursements) as incurred to the fullest extent permitted under applicable Law, provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a fiduciary under, final and nonappealable judicial determination that such Person is not entitled to indemnification hereunder or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesthereunder).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime for a period of six years, Parent shall agrees that it will indemnify and hold harmlessharmless each present and former director and officer of the Company (when acting in such capacity), determined as of the Effective Time (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, amounts paid in settlement claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, actual or threatened, whether civil, criminal, administrative or investigative, in whole or in part based on or arising in whole or in part out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law Delaware law and its certificate of incorporation or bylaws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law provided the Person to whom expenses are advanced provides (i) a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and (ii) an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmlessharmless each present and former director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.11 and 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 matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Delaware Law and its certificate of incorporation or by-laws in effect on the date of this Agreement to indemnify such Person (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law; 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); and provided, each present further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under Delaware Law and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated ’s certificate of incorporation and by-laws shall be made by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to independent counsel selected by the Company or any of its SubsidiariesSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall agrees that it will indemnify and hold harmlessharmless each present and former director and officer of the Company (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against all 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 actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law the CGCL and the Company Articles and the Company Bylaws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided Law, provided, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); provided, each present further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under the CGCL and former director the Company Articles and officer the Company Bylaws shall be made by independent counsel selected by Parent. Further, Parent shall assume, perform and observe the obligations of the Company under any agreements in effect as of the date of this Agreement to indemnify those Persons who are or have at any time been directors and its Subsidiaries (collectively, officers of the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees Company for their acts and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time (and whether asserted Closing Date in their capacity as officers or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdirectors.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall indemnify cause the Acquired Companies, and hold harmlessthe Surviving Company to, to fulfill and honor in all respects the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer obligations of the Company and its Subsidiaries the Acquired Companies pursuant to (collectivelyi) each indemnification agreement in effect between the Company and any Acquired Company, on the “one hand, and any Indemnified Parties”Party, on the other hand and (ii) against any costs indemnification, exculpation from liability or advancement of expenses (provision set forth in the Organizational Documents of the Company and the Acquired Companies, in each case as in effect on the date hereof, including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages in respect of any Legal Proceeding that arises directly or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising indirectly out of or pertaining pertains directly or indirectly to matters existing (A) any action or occurring at omission or prior to alleged action or omission in such Indemnified Party’s capacity as a director, officer, employee or agent of the Effective Time Company or any Acquired Company (and regardless of whether asserted such action or claimed omission or alleged action or omission, occurred prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out (B) any of the fact that such person is or was a director, officer, employee Transactions. The Organizational Documents of the Surviving Company or any shall contain the provisions with respect to indemnification, exculpation from liability and advancement of Subsidiary of expenses set forth in the Company’s and the Acquired Companies’ Organizational Documents on the date hereof and, including from and after the transactions contemplated by this Agreement Effective Time, such provisions shall not be amended, repealed or serve as a fiduciary under, or with respect to, otherwise modified in any employee benefit plan (within manner that could adversely affect the meaning rights thereunder of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesIndemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent Purchaser shall, and shall indemnify and hold harmlesscause the Surviving Company to, to the fullest extent permitted under by applicable Law law (including to the fullest extent authorized or permitted by any amendments to applicable law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors), indemnify, defend and hold harmless (and Parent shall also promptly advance expenses from time to time as incurred to the fullest extent permitted under by applicable Law provided law, provided, the Person person to whom expenses are advanced provides an a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances advances, if it is ultimately determined that such Person person is not entitled to indemnification), ) each present and former director and officer of the Company and or any of its Subsidiaries subsidiaries (collectively, collectively the “Indemnified Parties”) from and against any and all costs or expenses (including reasonable attorneys’ fees fees, expenses and expensesdisbursements), judgments, fines, losses, claims, damages or damages, penalties, liabilities (collectively, “Costs”) incurred and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur prior to or at the Effective Time in their capacities as officers and directors of Company or any of its subsidiaries, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Merger and the other transactions contemplated hereby, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall will, and will cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries (collectivelyin each case, when acting in such capacity) (the “Indemnified PartiesPersons”) ), determined as of the Effective Time, against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred by such Indemnified Person in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including in connection with the approval of this Agreement, the Merger and the other transactions contemplated hereby or arising out of or pertaining to such transactions), whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that arethe Company would have been authorized to indemnify such Indemnified Persons under its articles of incorporation or bylaws in effect on the date of this Agreement (and Parent will or will cause the Surviving Corporation to advance expenses as incurred to the fullest extent authorized under applicable Law; provided, in whole or in part, based on or arising out of that the fact Indemnified Person to whom expenses are advanced provides the undertaking required by applicable Law to repay such advances if it is ultimately determined that such person Indemnified Person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)by Law, each present and former director and director, officer or employee of the Company and its Subsidiaries (in each case, for actions taken in such capacity) (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, officer or employee of the Company or any of Subsidiary of its Subsidiaries and pertaining to matters existing or occurring at or prior to the CompanyEffective Time, including the transactions contemplated by this Agreement, to the fullest extent such persons are entitled to be indemnified as of the date of this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company pursuant to the Company Certificate, the Company Bylaws or the governing or organizational documents of any Subsidiary of its Subsidiariesthe Company applicable to such person. The Surviving Corporation shall also advance expenses as incurred by such Company Indemnified Party to the fullest extent such persons are entitled to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company Certificate, the Company Bylaws and the governing or organizational documents of any Subsidiary of the Company; provided that, if requested by Parent, the Company Indemnified Party to whom expenses are advanced provides an undertaking (in reasonable and customary form) to repay such advances if it is ultimately determined in a final determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and Surviving Corporation shall (i) indemnify and hold harmlessharmless each individual who at the Effective Time is, or any time prior to the Effective Time was, a director, officer or employee of the Company or any of its Subsidiaries (the “Indemnitees”) in respect of all claims, liabilities, losses, damages, judgments, fines, penalties costs and expenses (including legal expenses) in connection with any claim, suit, action, proceeding or investigation, whenever asserted, based on or arising out of the fact that Indemnitee was an officer, director or employee of the Company or any Subsidiary or acts or omissions by Indemnitee in such capacity or taken at the request of the Company or any Subsidiary, at or any time prior to the Effective Time (including any claim, suit, action, proceeding or investigation relating to the transactions contemplated hereby), to the fullest extent permitted by Law and (ii) assume all obligations of the Company and its Subsidiaries to Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company’s Charter Documents and the organizational documents of the Company’s Subsidiaries. In addition, Parent, from and after the Effective Time, shall, and shall cause Surviving Corporation to, advance any expenses (including legal expenses) of any Indemnitee under applicable Law (and Parent shall also advance expenses this Section 5.10 as incurred to the fullest extent permitted under applicable Law by Applicable Law, provided that the Person Indemnitee to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately shall be determined that such Person Indemnitee is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining be indemnified pursuant to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries5.10.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent shall shall, to the fullest extent that the Company would have been permitted to under applicable Law and its certificate of incorporation, by-laws, or indemnification agreements, in each case as in effect on the date hereof, indemnify and hold harmless, (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law law and contemplated by the Company Charter, Company By-Laws, and indemnification agreements as in effect on the date hereof). Without limiting the preceding sentence, Parent shall also, to the fullest extent that Parent is permitted to under applicable Law, indemnify and hold harmless (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law), except for matters arising out of FCPA Matters; provided that, in the cases of the two preceding sentences, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately finally determined by a court of competent jurisdiction that such Person is not entitled to indemnificationindemnification as described in applicable indemnification agreements), each present and former person who was a director and or officer of the Company and its Subsidiaries (in each case, when acting in such capacity) prior to the Effective Time (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, including the Transactions, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmlessharmless and shall advance expenses as incurred, in each case to the fullest extent permitted under by applicable Law law, the Umpqua Articles, Umpqua Bylaws, the governing or organizational documents of any Subsidiary of Umpqua or any indemnification agreements in existence as of the date hereof, each present and former director, officer or employee of Umpqua and its Subsidiaries (and Parent shall also advance in each case, when acting in such capacity) (collectively, the “Umpqua Indemnified Parties”) against any costs or expenses as (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of or pertaining to the fullest extent permitted under applicable Law provided fact that such person is or was a director, officer or employee of Umpqua or any of its Subsidiaries or is or was serving at the Person request of Umpqua or any of its Subsidiaries as a director or officer of another person and pertaining to matters, acts or omissions existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, the Umpqua Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person Umpqua Indemnified Party is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent shall indemnify and hold harmlessGBDC shall, to the fullest extent permitted under applicable Law (Law, defend and Parent shall also hold harmless and advance expenses as to the present and former directors and officers of GCIC or any of its Consolidated Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against all costs or expenses (including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including the Transactions). In the event of any such Indemnified Liabilities, (i) GBDC shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable Law provided that the Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present indemnification and former director complies with other applicable provisions imposed under the Investment Company Act and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to interpretations thereof by the Company SEC or any its staff and (ii) GBDC and the applicable Indemnified Parties shall cooperate in the defense of its Subsidiariessuch matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries and each other Person who, at the request or for the benefit of the Company or any of its Subsidiaries, is or was previously serving as a director or officer or fiduciary of any other Person or any benefit plan of the Company or any benefit plan of any of the Subsidiaries of the Company (collectivelyin each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”) ), from and against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that are, in whole the Company or in part, based on or arising out of the fact that such person is or was a director, officer, employee applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or any bylaws or other governing documents in effect on the date of Subsidiary of the Company, including the transactions contemplated by this Agreement to indemnify such Person (and Parent shall also advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent permitted under applicable Law, provided the Person 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 Person is not entitled to indemnification hereunder or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesthereunder).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law Law, each of Parent and the Surviving Entity agrees that it will jointly and severally (i) indemnify, defend and Parent shall also hold harmless each present and former (determined as of the Effective Time) director and officer of the Company and EECI, in each case, when acting in such capacity (including the heirs, executors and administrators of any such director or officer, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties, sanctions, losses, claims, damages or liabilities incurred and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with, arising out of or otherwise related to any acts or omissions or actual or threatened Proceeding, in each case, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (A) the Transactions, and (B) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and (ii) advance expenses as incurred in each case described in clause (i) to the fullest extent permitted under applicable Law Law; provided the that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Acquiror agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries Subsidiaries, determined as of the Effective Time (collectively, the “"Indemnified Parties”) "), against any and all costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and or arising out of any conduct of Acquiror or any of its Affiliates that imposes, results in or gives rise to an "unfair burden" on any Registered Funds for purposes of Section 15(f) of the Investment Company Act, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, Time (including with respect to the transactions contemplated by this Agreement or serve as a fiduciary underAgreement), or with respect to, any employee benefit plan (within to the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by fullest extent that the Company or any such Subsidiary would have been permitted under the law of its Subsidiariesjurisdiction of incorporation and its Constitutive Documents in effect on the date hereof to indemnify such person (and the Acquiror shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides and undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification); provided that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under Delaware law and the Company's Constitutive Documents shall be made by independent counsel selected by the Surviving Corporation and reasonably acceptable to such officer or director.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent King shall indemnify and hold harmless, harmless to the fullest extent permitted as such individuals would be indemnified as of the date of this Agreement under applicable Law Law, Crown’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and Parent officer of Crown or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of Crown or any of its Subsidiaries as a director or officer of another Person in which Crown or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and King shall also advance expenses as incurred to the fullest extent permitted that such individual would have been entitled to under applicable Law Law, Crown’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided the that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries (collectivelyin each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that arethe Company would have been permitted under Delaware law and its certificate of incorporation or by-laws in effect on the date of this Agreement to indemnify such Person (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking, if and only to the extent required by Delaware law or the Company’s or applicable Subsidiaries’ certificate of incorporation or by-laws in whole or in parteffect on the date of this Agreement, based on or arising out of the fact to repay such advances if it is ultimately determined that such person Person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent that the Company would be permitted under to do so by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Law, each present and former (determined as of the Effective Time) director and or officer of the Company and its Subsidiaries when acting in such capacity (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding threatened or investigationactual Action, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee officer or fiduciary of the Company or any of Subsidiary of its Subsidiaries or (ii) matters existing or occurring at or prior to the CompanyEffective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement or serve as a fiduciary underAgreement, or with respect and Parent shall, and shall cause the Surviving Corporation to, any employee benefit plan (within also advance expenses as incurred in connection therewith by such Company Indemnified Party to the meaning of Section 3(3) of ERISA) at any time maintained fullest extent permitted by or contributed to by applicable Law; provided that the Company or any Indemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is determined in a final, non-appealable judgment of its Subsidiariesa Chosen Court that such Company Indemnified Party is not entitled to indemnification hereunder.

Indemnification; Directors’ and Officers’ Insurance. (a) From The bylaws and the certificate of incorporation of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time, Parent shall indemnify and hold harmless, to Time in any manner that would adversely affect the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer rights thereunder of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or individuals who immediately prior to the Effective Time were directors, officers, or otherwise entitled to indemnification thereunder or under the Bylaws or indemnification agreements (the "Indemnified Parties"). Purchaser and whether asserted the Surviving Corporation shall jointly and severally indemnify, defend and hold harmless the Indemnified Parties (in the case of Purchaser, subject to the provisions of subsection (b) below) as provided in the Certificate, Bylaws or claimed prior toindemnification agreements, at or as in effect as of the date hereof, with respect to matters occurring through the Effective Time to the fullest extent the Company would have been permitted to do so under Delaware law, the Certificate and Bylaws as in effect as of the date hereof. Purchaser shall cause Surviving Corporation to maintain in effect for not less than six years after the Effective Time) that are, in whole or in part, based on or arising out Time the current policies of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time directors' and officers' liability insurance maintained by or contributed to by the Company or any with respect to matters occurring prior to the Effective Time; provided, however, that (i) the Surviving Corporation may substitute therefor policies of its Subsidiaries.at least the same coverage (with carriers comparable to the Company's existing carriers) containing terms and conditions which are no less advantageous to the officers, directors and employees 17

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (harmless and Parent shall also advance expenses as incurred incurred, in each case to the fullest extent permitted under (subject to applicable Law provided law) such persons are indemnified or entitled to such advancement of expenses as of the Person date of this Agreement by First Midwest pursuant to the First Midwest Certificate, First Midwest Bylaws, the governing or organizational documents of any Subsidiary of First Midwest, any indemnification agreements in existence as of the date hereof that have been disclosed to Old National or the DGCL, each present and former director, officer or employee of First Midwest and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “First Midwest Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages, liabilities and other amounts incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or was a director, officer or employee of First Midwest or any of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, the First Midwest Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person First Midwest Indemnified Party is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective Time, Parent shall Purchaser agrees that it will cause the Surviving Corporation to indemnify and hold harmlessharmless each present and former director and officer of the Company, determined as of the Effective Time (the "Indemnified ----------- Parties"), against any costs or expenses (including reasonable attorneys' fees), ------- judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") ----- incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company is permitted to do so under applicable Law Delaware law and the Company Certificate or Company By-Laws in effect on the date hereof (and Parent Purchaser shall also advance expenses as incurred to the fullest extent permitted under applicable Law law provided the Person person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification), each present ; provided that any determination required to be made with respect to whether an -------- officer's or director's conduct complies with the standards set forth under Delaware law and former director and officer of the Company Certificate and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated By-Laws shall be made by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to independent counsel selected by the Company or any of its SubsidiariesSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Hydrocarbon Charter, the Hydrocarbon Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of any of Hydrocarbon's Subsidiaries, from and after the Effective Time, Parent shall Energy Partners and the Surviving Entity, jointly and severally, shall: (i) indemnify and hold harmless, to harmless each person who is at the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to date hereof or during the fullest extent permitted under applicable Law provided period from the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer date hereof through the date of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted serving as a director or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out officer of the fact that such person is or was a director, officer, employee of the Company Hydrocarbon or any of Subsidiary of the Company, including the transactions contemplated by this Agreement its Subsidiaries or serve as a fiduciary under, under or with respect to, to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at (collectively, the "Indemnified Parties") to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, in connection with any time maintained by Claim and any losses, claims, damages, liabilities, costs, Indemnification Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or contributed payable in connection with or in respect of any thereof) resulting therefrom; and (ii) promptly pay on behalf of or, within ten (10) days after any request for advancement, advance to by each of the Company Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or any of its Subsidiaries.otherwise

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent Banknorth Delaware shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of Banknorth or a Subsidiary of Banknorth, as applicable, determined as of the Company and its Subsidiaries Migratory Merger Effective Time (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, arising in whole or in part, based on or arising part out of or pertaining to the fact that such person he or she is or was a director or officer of Banknorth or, while a director or officer of Banknorth, is or was serving at the request of Banknorth as a director, officer, trustee or partner of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, including without limitation matters related to the negotiation, execution and performance of this Agreement, the Company Stockholders Agreement or any of Subsidiary of the Company, including the transactions contemplated by this Agreement hereby and thereby, to the fullest extent which such Indemnified Parties would be entitled under applicable law and the by-laws of Banknorth and Banknorth Delaware as of the date hereof (which right to indemnification shall include the advancement of reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, action, suit, proceeding or serve as a fiduciary under, or with respect to, investigation upon receipt from an Indemnified Party of any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesrequired undertaking).

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent and after Acquisition agree that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of the Company and its Subsidiaries as provided in their respective Certificates of Incorporation or Bylaws (or other similar governing instruments) or otherwise in effect as of the date hereof 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 six (6) years from the Effective Time; provided, Parent however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall indemnify continue until the disposition of such Claim. To the maximum extent permitted by the DGCL, such indemnification shall be mandatory rather than permissive and hold harmless, the Surviving Corporation shall advance expenses in connection with such indemnification to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to law, provided that the fullest extent permitted under applicable Law provided the Person person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification); provided, each present however, the indemnification provided hereunder shall not be greater than the indemnification permissible pursuant to the Company's or its Subsidiaries' respective Certificates of Incorporation and former director and officer Bylaws (or other similar governing instruments), as in effect as of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdate hereof.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeClosing Date, Parent shall indemnify each of ProMedica and the Debtor agrees that it will indemnify, defend and hold harmlessharmless each present and former director and officer of the Debtor and its Subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”) from and against any and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (whether or not incurred in connection with any Proceeding or investigation, whether civil, criminal, administrative or investigative) arising out of or related to such Indemnified Party’s service or status as an officer or director of the Debtor or one of its Subsidiaries or any action or inaction on the part of any such Person in such capacity, in each case, as of prior to the Closing, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent such Indemnified Party would be permitted to be indemnified by the Debtor or its applicable Subsidiary under applicable Law and the certificate of incorporation and by-laws (and Parent shall also advance expenses as incurred to or comparable organizational documents) of the fullest extent permitted under Debtor or its applicable Law Subsidiary in effect on the date of this Agreement; 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), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a5.10.(a) From and after the Effective Time, Parent shall PSC agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and its Subsidiaries Percon (when acting in such capacity) (each, an "Indemnified Party" and, collectively, the “"Indemnified Parties”") against any costs or expenses (including including, without limitation, reasonable attorneys’ ' fees, costs of investigation and fees of other advisers and expensesexperts), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including, without limitation, claims, actions, suits, proceedings or investigations by or on behalf of any present or former shareholder of Percon, arising out of or pertaining to matters existing or occurring at or prior to before the Effective Time (and Time, whether asserted or claimed prior tobefore, at or after the Effective Time) , to the fullest extent that are, Percon would have been permitted under the WBCA and its Articles of Incorporation or Bylaws in whole or in part, based effect on or arising out of the fact that date hereof to indemnify such person (and PSC shall also advance expenses as incurred to the fullest extent permitted under applicable law; provided that the person to whom expenses are advanced provides a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and an undertaking to repay the advances if it is or was a director, officer, employee of ultimately determined that the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed person is not entitled to by the Company or any of its Subsidiariesindemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall will and will cause the Surviving Corporation to (including by Parent providing sufficient funds to the Surviving Corporation or the applicable Subsidiary) indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries and each other Person who, at the request or for the benefit of the Company or any of its Subsidiaries, is or was previously serving as a director or officer, MLP employee or fiduciary of any other Person or any benefit plan of the Company or any benefit plan of any of the Company’s Subsidiaries (collectivelyin each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”) ), from and against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that are, in whole the Company or in part, based on or arising out of the fact that such person is or was a director, officer, employee applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or any by-laws or other governing documents in effect on the date of Subsidiary of the Company, including the transactions contemplated by this Agreement to indemnify such Person (and Parent or serve the Surviving Corporation shall also advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent permitted under applicable Law, provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a fiduciary under, final and nonappealable judicial determination that such Person is not entitled to indemnification hereunder or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesthereunder).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmlessharmless each person who is now, to or who has been at any time before the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to date of this Agreement, or who becomes before the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Effective Time, each present and former a director and or officer of the Company and or any of its Subsidiaries (collectivelyeach, the a “Company Indemnified PartiesParty”) against any costs or all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages liabilities or liabilities (collectively, “Costs”) incurred judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding proceeding, investigation or investigationother legal proceeding, whether civil, criminal, administrative or investigativeinvestigative (each, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that area “Claim”), in whole which a Company Indemnified Party is, or in partis threatened to be made, based on a party or witness or arising out of the fact that such person is or was a director, officer, employee director or officer of the Company or any of Subsidiary its Subsidiaries if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the Merger and the other Transactions), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent permitted by applicable Law. The Surviving Corporation shall pay reasonable expenses (including reasonable attorneys’ fees) in advance of the Company, including final disposition of any such proceeding to each Company Indemnified Party to the transactions contemplated fullest extent permitted by applicable state or federal Law upon receipt of an undertaking (in a reasonable and customary form) to repay such advance payments if he or she shall be adjudicated to be not entitled to indemnification under this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries6.7(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmlessthe Surviving Corporation shall, to the fullest extent permitted under applicable Law (by Applicable Legal Requirements, indemnify, defend and Parent shall also advance hold harmless, and provide advancement of expenses as incurred to, each person who is now, or has been at any time prior to the fullest extent permitted under applicable Law provided date hereof or who becomes prior to the Person to whom expenses are advanced provides Effective Time, an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)officer, each present and former director and officer or employee of the Company and Center Financial or any of its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities (collectively, “Costs”) incurred judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, investigation based in whole or in part, based part on or arising in whole or in part out of the fact that such person is or was a director, officer, officer or employee of the Company Center Financial or any of Subsidiary of Center Financial, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the CompanyEffective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by hereby) (“Indemnified Liabilities”) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement or serve as a fiduciary underby Center Financial pursuant to Center Financial’s Articles of Incorporation, or By-laws and indemnification agreements, if any, in existence on the date hereof with respect toany directors, any employee benefit plan (within the meaning officers and employees of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of Center Financial and its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmlessharmless each present and former director and officer of the Company, (when acting in such capacity or when serving at the request of the Company as a director or officer of a Subsidiary or a fiduciary of a Compensation and Benefits Plan) determined as of the Effective Time (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, resulting from matters existing or occurring at or prior to the Effective Time (including, without limitation, any claim, action, suit, proceeding or investigation resulting from the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law Delaware law and its certificate of incorporation or by-laws in effect on the date hereof to indemnify such Person (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided law, provided, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director provided, further, that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under Delaware law and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated 's certificate of incorporation and by-laws shall be made by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to independent counsel selected by the Company or any of its SubsidiariesSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Company’s Organizational Documents in effect as of the date of this Agreement, Parent shall also cause (including by providing all necessary funding) the Surviving Corporation to (i) indemnify, defend and hold harmless the Indemnified Parties against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of the fact that he or -67- she is or was a director or officer of the Company or any of its Subsidiaries, including in connection with (A) the transactions contemplated by this Agreement and (B) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and (ii) advance reasonable documented out-of- pocket expenses as incurred to the fullest extent permitted under applicable Law in connection therewith (upon receipt from such Indemnified Party of a request therefor, accompanied by invoices or other relevant documentation); provided the that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the Chosen Courts that such Person is not entitled to indemnification)such advanced expenses; provided, each present further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and former director and officer the Company’s Organizational Documents in effect as of the Company date of this Agreement shall be made by independent legal counsel selected by the Surviving Corporation and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior acceptable to the Effective Time Indemnified Party (and whether asserted such acceptance not to be unreasonably conditioned, withheld or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdelayed).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred provided pursuant to the fullest extent permitted under applicable Law provided Company’s articles of incorporation as of 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)date of this Agreement, each present and former director director, officer and officer employee of the Company and or any of its Subsidiaries (collectively, in each case, when acting in such capacity) (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer or occurring employee of the Company or its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party; provided that are, in whole or in part, based on or arising out of the fact any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification. Parent shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such party believed to be in or was a director, officer, employee of not opposed to the Company or any of Subsidiary best interests of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that from and after the Effective Time, Parent shall and the Surviving Corporation will indemnify and hold harmlessharmless each present and former director and officer of the Company (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against all 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 actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) (each a “Claim”), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided Law; provided, however, 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). Further, each present the Surviving Corporation shall assume, perform and former director and officer observe the obligations of the Company under any agreements in effect as of the date of this Agreement to indemnify those Persons who are or have at any time been directors and its Subsidiaries (collectively, officers of the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees Company for their acts and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time (and whether asserted in their capacity as officers or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdirectors.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmlessRMT Partner agrees that, to the fullest extent permitted under applicable Law (and Parent the Organizational Documents of the Spinco Entities in effect as of the date of this Agreement, each of RMT Partner and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), indemnify and hold harmless each present and former (determined as of the Effective Time) director and officer of the Company and its Subsidiaries Spinco Entities, in each case, when acting in such capacity (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole each case, in connection with their roles as a director or in partofficer, based on or arising out as applicable, of the fact Spinco Entities, including in connection with (i) the Transactions and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and RMT Partner or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted to do so under applicable Law and the Organizational Documents of the applicable Spinco Entity in effect as of the date of this Agreement; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person Person is not entitled to indemnification. RMT Partner shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party believed to be in or was a director, officer, employee not opposed to the best interests of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesSpinco Entities.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall will also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or costs, expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of connection with (i) the fact that such person is or was a director, officer, employee of Merger and the Company or any of Subsidiary of the Company, including the other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party; provided that the Person to whom Costs are advanced provides an undertaking to repay such Costs if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent shall indemnify and hold harmlessGBDC shall, to the fullest extent permitted under applicable Law (Law, indemnify, defend and Parent shall also hold harmless and advance expenses as to the present and former directors and officers of GBDC 3 or any of its Consolidated Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against all costs or expenses (including reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including the Transactions). In the event of any such Indemnified Liabilities, (i) GBDC shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable Law provided that the Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present indemnification and former director complies with other applicable provisions imposed under the Investment Company Act and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to interpretations thereof by the Company SEC or any its staff and (ii) GBDC and the applicable Indemnified Parties shall cooperate in the defense of its Subsidiariessuch matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Laws, each present and former director and director, officer or employee of the Company and its Subsidiaries (collectively, the “Indemnified Parties,” and individually, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer, employee or occurring agent of the Company or its Subsidiaries or services performed by such Indemnified Parties at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated Transactions. Each of Parent and the Surviving Corporation shall also pay expenses (including attorney’s fees) incurred by this Agreement an Indemnified Party in advance of the final disposition of any such claim, action, suit, proceeding or serve as a fiduciary underinvestigation to the fullest extent permitted under applicable Laws, or with respect toprovided that the Person to whom expenses are advanced provides, any employee benefit plan (within to the meaning of Section 3(3) of ERISA) at any time maintained extent required by or contributed applicable Laws, an undertaking to by the Company or any of its Subsidiariesrepay such advances if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law Law, each of Parent and the Surviving Entity agrees that it will jointly and severally (i) indemnify, defend and Parent shall also hold harmless each present and former (determined as of the Effective Time) director and officer of the Partnership, the GP Delegate and the General Partner, in each case, when acting in such capacity (including the heirs, executors and administrators of any such director or officer, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties, sanctions, losses, claims, damages or liabilities incurred and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with, arising out of or otherwise related to any acts or omissions or actual or threatened Proceeding, in each case in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (A) the Transactions, and (B) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and (ii) advance expenses as incurred in each case described in clause (i) to the fullest extent permitted under applicable Law Law; provided the that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present (as of the Effective Time) and former director and officer of the Company and or any of its Subsidiaries (collectively, the “Indemnified Parties”) against any all costs or expenses (including reasonable attorneys’ fees and expensesdisbursements), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred by such individual in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries and (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), in each case whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent permitted under applicable Law (and the Parent shall, or shall cause the Surviving Corporation to, also advance all expenses as incurred to each Indemnified Party to the fullest extent permitted under applicable Law; provided that are, in whole or in part, based on or arising out of the fact individual to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person individual is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeFirst Closing, Parent shall the Surviving Company agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law, 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), each present and former director director, manager, member and officer of the Company and each of its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (a “Proceeding”), arising out of or pertaining related to matters existing such Indemnified Parties’ service as a manager, member, director or occurring officer of the Company or any of its Subsidiaries or services performed by such persons at the request of the Company or any of its Subsidiaries at or prior to or on the Effective Time (and First Closing Date, whether asserted or claimed prior to, at or after the Effective Time) that areFirst Closing Date, in whole or in partincluding, based on or arising out of without limitation, the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesTransactions.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and its Subsidiaries (when acting in such capacity), determined as of the Effective Time (each, an "Indemnified Party" and, collectively, the “"Indemnified Parties”) "), against any costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that arethe Company would have been permitted under Delaware Law and its Certificate of Incorporation or Bylaws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, in whole or in part, based on or arising out of the fact and an undertaking to repay such advances if it is ultimately determined that such person Person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will jointly and severally indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries (collectivelyin each case, for acts or failures to act in such capacity), determined as of the Effective Time (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, Time (including any matters arising in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including connection with the transactions contemplated by this Agreement Agreement), to the fullest extent permitted by applicable Law (and Parent or serve the Surviving Corporation shall also advance expenses as a fiduciary underincurred to the fullest extent permitted under applicable Law, 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); and provided, further, that any determination as to whether an Indemnified Person is entitled to indemnification or with respect to, any employee benefit plan (within the meaning advancement of Section 3(3) of ERISA) at any time maintained expenses hereunder shall be made by or contributed to independent counsel selected by the Company or any of its SubsidiariesSurviving Corporation and such Person.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted provided for under applicable Law the Company Charter and Company bylaws as in effect on the date hereof (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted provided for under applicable Law the Company Charter and Company bylaws as in effect on the date hereof; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately finally determined by a court of competent jurisdiction that such Person is not entitled to indemnification), each present Person who was entitled to such indemnification and former director and officer of advancement from the Company and its Subsidiaries (in each case, when acting in such capacity) immediately prior to the date hereof (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer or occurring employee of the Company or its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including (i) the Merger and the other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of ii) actions to enforce this Section 3(3) of ERISA) at any time maintained by or contributed to by the Company 6.9 or any other indemnification or advancement right of its Subsidiariesany Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent shall indemnify and hold harmlessGSBD shall, to the fullest extent permitted under applicable Law (Law, defend and Parent shall also hold harmless and advance expenses as to the present and former directors and officers of MMLC or any of its Consolidated Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against all costs or expenses (including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including the Transactions). In the event of any such Indemnified Liabilities, (i) GSBD shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable Law provided that the Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present indemnification and former director complies with other applicable provisions imposed under the Investment Company Act and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to interpretations thereof by the Company SEC or any its staff and (ii) GSBD and the applicable Indemnified Parties shall cooperate in the defense of its Subsidiariessuch matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to such indemnification), each present and former director (or Person in a similar position) and officer of the Company and its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties' service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime for a period of six years, Parent shall agrees that it will indemnify and hold harmlessharmless each present and former director and officer of the Company, (when acting in such capacity) determined as of the Effective Time (each, an Indemnified Party and, collectively, the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, amounts paid in settlement claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, actual or threatened, whether civil, criminal, administrative or investigative, in whole or in part based on or arising in whole or in part out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law Maryland law and its articles of incorporation or bylaws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law provided the Person to whom expenses are advanced provides (i) a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and (ii) an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent Parent, Holding Company and Holdings shall indemnify cause the Surviving Corporation to, and hold harmlessthe Surviving Corporation shall, to the fullest extent permitted under applicable Law (by Law, indemnify and Parent shall also advance hold harmless, and provide advancement of expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)to, each all past and present directors, officers, employees and former director and officer agents of the Company and its Subsidiaries and all other persons who may presently serve or have served at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another person, including as a fiduciary with respect to an employee benefit plan (collectively, the “Indemnified Parties”) ), in each case, for acts or failures to act in such capacity, against any costs or expenses (including reasonable attorneys’ fees and expensesattorney’s fees), judgments, amounts paid in settlement, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, civil or criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time) that are, in whole to the same extent such individuals are indemnified or in part, based on or arising out have the right to advancement of expenses as of the fact that such person is or was a director, officer, employee date of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any such Subsidiary pursuant to its Charter Documents, or similar organizational documents, as applicable, and the indemnification agreements identified in Section 5.06(a) of its Subsidiariesthe Company Disclosure Letter.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that, from and after the Effective Time, Parent shall it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and its Subsidiaries (collectivelywhen acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”) ), in respect of acts or omissions in their capacity as such, against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that arethe Company would have been permitted under the DGCL and its and its certificate of incorporation and bylaws in effect on the date hereof to indemnify such Person and such obligation shall continue in full force and effect for a period of six years from and after the Effective Time (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the Company’s certificate of incorporation and bylaws in effect on the date hereof; provided, in whole or in part, based on or arising out of that the fact Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether an officer’s or was a director, officer, employee of ’s conduct complies with the Company or any of Subsidiary of standards set forth under the DGCL and the Company, including the transactions contemplated ’s certificate of incorporation and bylaws shall be made by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to independent counsel selected by the Company or any of its SubsidiariesSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and its Subsidiaries (when acting in such capacity), determined as of the Effective Time (each, an Indemnified Party and, collectively, the “"Indemnified Parties”) "), against any costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that arethe Company would have been permitted under Delaware Law and its Charter or by-laws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met), in whole or in part, based on or arising out of the fact and an undertaking to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification). In addition, from and after the Effective Time, Parent agrees that it will not make any changes to the Charter or was a director, officer, employee by-laws of the Company and/or its Subsidiaries that would adversely affect the indemnification provided to any Persons under its Charter or any of Subsidiary of by-laws in effect on the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdate hereof.

Indemnification; Directors’ and Officers’ Insurance. (a) From (i) TriNet shall, and, from and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries Starwood (collectively, the “"Indemnifying Parties") shall, jointly and severally, indemnify, defend and hold harmless each 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 or director of TriNet or any TriNet Subsidiary (the "Indemnified Parties”") against any costs or against, by paying directly on behalf of the Indemnified Parties, to the extent permitted by law, all losses, claims, damages, costs, expenses (including reasonable attorneys’ ' fees and expenses), judgmentsliabilities, finesjudgments and amounts that are or are to be paid in settlement of, losseswith the approval of the Indemnifying Parties (which approval shall not be unreasonably withheld or delayed), claims, damages or liabilities (collectively, “Costs”) incurred otherwise in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, investigation based on or arising out of the fact that such person is or was a director, officer, employee director or officer of the Company TriNet or any of TriNet Subsidiary of at or prior to the CompanyEffective Time, whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement, the Merger, or the transactions contemplated by this Agreement Agreement, in each case to the full extent a corporation is permitted under the MGCL to indemnify its own directors or serve officers, as a fiduciary under, the case may be (and Starwood will pay expenses in advance of the final disposition of any such action or with respect to, any employee benefit plan (within proceeding to each Indemnified Party to the meaning of full extent permitted by law subject to the limitations set forth in Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries5.12(a)(iii)).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeClosing, Parent Buyer shall, and shall indemnify cause the Company and its Subsidiaries to, jointly and severally, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall the Company, the Company’s Subsidiaries, and Buyer shall, jointly and severally, also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationto), each present and former director director, manager, officer and officer employee (or Persons acting in a similar capacity in respect of) of the Company and its Subsidiaries (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ and documented out-of-pocket costs of investigation, defense and appeal and reasonable and documented out-of-pocket legal, accounting and similar professional fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeAction, arising out of or pertaining to matters or facts and circumstances existing or occurring at or prior to the Effective Time Closing (and whether asserted or claimed prior to, at or after the Effective Time) Closing), to the fullest extent that areSeller, in whole the Company or in partthe Company’s Subsidiaries would have been permitted under applicable Law and its Organizational Documents on the date hereof to indemnify, based on or defend and hold harmless such Person, including those arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by pertaining to this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within and the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesTransactions.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will (including by Parent providing sufficient funds to the Surviving Corporation or the applicable Subsidiary) indemnify and hold harmless, to the fullest extent permitted under applicable Law harmless (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), i) each present and former director and officer of the Company and or any of its Subsidiaries and (ii) each Person who is or was previously serving as a fiduciary of any Company Benefit Plan or any benefit plan of any of the Company Subsidiaries, in each case determined as of the Effective Time (collectively, the “Indemnified Parties”) ), from and against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that are, in whole the Company or in part, based on or arising out of the fact that such person is or was a director, officer, employee applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or any by-laws or other governing documents in effect on the date of Subsidiary of the Company, including the transactions contemplated by this Agreement to indemnify such Person (and Parent or serve the Surviving Corporation shall also advance fees, costs and expenses (including attorneys’ fees and disbursements) 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 if it is ultimately determined by a fiduciary under, final and nonappealable judicial determination that such Person is not entitled to indemnification hereunder or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesthereunder).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law, 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), each present and former director and officer of the Company and its Subsidiaries (collectively, the “”Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, investigation arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as Agreement; provided, however, that the Surviving Corporation will not be obligated to pay the fees and expenses of more than one counsel (selected by a fiduciary under, or plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect toto any single such claim, action, suit, proceeding or investigation, except to the extent that any employee benefit plan (within two or more parties shall have conflicting interests in the meaning outcome of Section 3(3) of ERISA) at any time maintained by such claim, action, suit, proceeding or contributed to by the Company or any of its Subsidiariesinvestigation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred date hereof or who becomes prior to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides Effective Time, an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)officer, each present and former director and officer or employee of the Company and Morgxx xx any of its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities (collectively, “Costs”) incurred judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, investigation based in whole or in part, based part on or arising in whole or in part out of the fact that such person is or was a director, officer, officer or employee of the Company Morgxx xx any Subsidiary of Morgxx, xxd pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior 50 to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of Subsidiary this Agreement and the consummation of the Company, including the transactions contemplated by hereby) ("Indemnified Liabilities") (i) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement or serve as a fiduciary underby Morgxx xxxsuant to Morgxx'x Xxxtificate of Incorporation, or By-laws and indemnification agreements, if any, in existence on the date hereof with respect toany directors, any employee benefit plan officers and employees of Morgxx xxx its Subsidiaries and (within ii) without limitation to clause (i), to the meaning of Section 3(3) of ERISA) at any time maintained fullest extent permitted by or contributed to by the Company or any of its Subsidiarieslaw.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Laws, each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”, and individually, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such Indemnified Parties at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement Agreement. Parent shall cause the Surviving Corporation and its Subsidiaries to also pay expenses (including attorney’s fees) incurred by an Indemnified Party in advance of the final disposition of any such claim, action, suit, proceeding or serve as a fiduciary underinvestigation to the fullest extent permitted under applicable Laws, or with respect toprovided that the Person to whom expenses are advanced provides, any employee benefit plan (within to the meaning of Section 3(3) of ERISA) at any time maintained extent required by or contributed applicable Laws, an undertaking to by the Company or any of its Subsidiariesrepay such advances if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses the Company’s and its Subsidiaries’ Organizational Documents in effect as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)of July 20, 2020, each present and former (determined as of the Effective Time) director and officer of the Company and its Subsidiaries, in each case, when acting in such capacity or in serving as a director, officer, member, trustee, Representative or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or for the benefit of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent or the Surviving Corporation shall also advance reasonable documented out-of-pocket expenses as incurred to the fullest extent permitted to do so under applicable Law and the Company’s and its Subsidiaries’ Organizational Documents in effect as of July 20, 2020; provided that are, in whole or in part, based on or arising out of the fact any Person to whom expenses are advanced shall promptly repay such advances if it is ultimately determined by final adjudication that such person Person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Company Merger Effective Time, Parent shall the Surviving Company agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company and or any of its Subsidiaries (collectivelyin each case, when acting in such capacity), determined as of the Company Merger Effective Time (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, penalties, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters actually or pertaining to matters allegedly existing or occurring at or prior to the Company Merger Effective Time (and Time, whether asserted or claimed prior to, at or after the Company Merger Effective Time) , to the fullest extent that are, the Company would have been permitted under Maryland law and its certificate of incorporation or bylaws in whole effect on the date of this Agreement to indemnify such Person (and Parent or in part, based on or arising out of the fact Surviving Company shall also advance expenses 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 if it is ultimately determined that such person Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether an officer’s or was a director, officer, employee of ’s conduct complies with the Company or any of Subsidiary of standards set forth under Maryland law and the Company, including the transactions contemplated ’s certificate of incorporation and bylaws shall be made by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to independent counsel selected by the Company or any of its SubsidiariesSurviving Company.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law, 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), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Action”), arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries in each case at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall TSIA and the Surviving Company agree that they will indemnify and hold harmless, to the fullest extent TSIA, Merger Sub or the Company would be permitted to do so under applicable Law and their respective Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and Parent officer of TSIA, Merger Sub and the Company and each of their respective Subsidiaries, in each case, when acting in such capacity (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and TSIA or the Surviving Company shall also advance expenses as incurred to the fullest extent that the Company, TSIA or Merger Sub, as applicable, would have been permitted to do so under applicable Law and its respective Organizational Documents in effect as of the date of this Agreement; provided the that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time until six years following the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Laws, each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer, employee or occurring agent of the Company or its Subsidiaries or services performed by such Indemnified Parties at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement Agreement. Each of Parent and the Surviving Corporation shall also pay expenses (including attorney’s fees) incurred by an Indemnified Party in advance of the final disposition of any such claim, action, suit, proceeding or serve as a fiduciary underinvestigation to the fullest extent permitted under applicable Laws, or with respect toprovided that the Person to whom expenses are advanced provides, any employee benefit plan (within to the meaning of Section 3(3) of ERISA) at any time maintained extent permitted by or contributed applicable Laws, an undertaking to by the Company or any of its Subsidiariesrepay such advances if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), harmless each present and former director and officer of the Company Suncrest and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or pertaining omissions occurring at or prior to matters existing the Effective Time, including the transactions contemplated by this Agreement, to the extent they are indemnified on the date hereof to the fullest extent permitted under applicable Law; and Parent and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances (including to Citizens, as successor-in-interest to Suncrest) if it is ultimately determined that such Indemnified Party is not entitled to indemnification. Further, Parent and the Surviving Corporation shall assume, perform and observe the obligations of Suncrest under the Suncrest Articles, the Suncrest Bylaws and the agreements in effect as of the date of this Agreement and set forth in Schedule 6.13(a) of the Suncrest Disclosure Schedule to indemnify those Persons who are or have been at any time been directors and officers of Suncrest for their acts and omissions occurring at or prior to the Effective Time (and whether asserted in their capacity as directors or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesofficers.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent that the Company would have been permitted under applicable Law and the Company’s articles of incorporation or bylaws in effect as of the date of the Agreement (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law the Company would have been permitted under applicable Law and the Company’s articles of incorporation or bylaws in effect as of the date of the Agreement; 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), each present and former director director, officer and officer employee of the Company and its Subsidiaries and each individual who was serving at the request of the Company or its Subsidiaries as a director, officer, employee, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable and documented attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeAction, arising out of or pertaining related to matters existing (x) their service as such or occurring (y) services performed by such Indemnified Parties at the request of the Company or its Subsidiaries, in each case at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including (i) the Merger and any other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of ii) actions to enforce this Section 3(3) of ERISA) at any time maintained by or contributed to by the Company 6.12 or any other indemnification or advancement right of its Subsidiariesany Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Laws, each present and former director and officer of the Company and its Subsidiaries in their capacity as such and not as stockholders or option holders of the Company (collectively, the “Indemnified Parties”, and individually, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer, employee or occurring agent of the Company or its Subsidiaries or services performed by such Indemnified Parties at the request of the Company or its Subsidiaries in each case at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement Agreement. The Surviving Corporation shall also pay expenses (including attorneys’ fees) incurred by an Indemnified Party in advance of the final disposition of any such claim, action, suit, proceeding or serve as a fiduciary underinvestigation to the fullest extent permitted under applicable Laws, or with respect toprovided that the Person to whom expenses are advanced provides, any employee benefit plan (within to the meaning of Section 3(3) of ERISA) at any time maintained extent permitted by or contributed applicable Laws, an undertaking to by the Company or any of its Subsidiariesrepay such advances if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, also advance expenses as incurred to the fullest extent permitted under applicable Law Law, 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), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer or occurring employee of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including (i) the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall Purchaser and the Company agree that they will indemnify and hold harmless, to the fullest extent Purchaser or the Company would be permitted to do so under applicable Law (and Parent shall also advance expenses their respective Organizational Documents in effect as incurred to of the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)date of this Agreement, each present and former (determined as of the Effective Time) director and officer of Purchaser and the Company and its Subsidiaries each of their respective Subsidiaries, in each case, when acting in such capacity (collectively, the “D&O Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Transaction, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Indemnified Party, and Purchaser or the Company shall also advance expenses as incurred to the fullest extent that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary Purchaser, as applicable, would have been permitted to do so under applicable Law and its respective Organizational Documents in effect as of the Company, including the transactions contemplated date of this Agreement; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed final adjudication that such Person is not entitled to by the Company or any of its Subsidiariesindemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Surviving Pubco and the Surviving Company agree that they will indemnify and hold harmless, to the fullest extent SVF, Merger Sub or the Company would be permitted to do so under applicable Law and their respective Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and Parent officer of SVF, Merger Sub and the Company and each of their respective Subsidiaries, in each case, when acting in such capacity (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and SVF or the Surviving Company shall also advance expenses as incurred to the fullest extent that the Company, SVF or Merger Sub, as applicable, would have been permitted to do so under applicable Law and its respective Organizational Documents in effect as of the date of this Agreement; provided that, to the extent required by applicable Law, any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From Until the Effective Time the Company shall, and from and after the Effective Time, Parent shall indemnify Acquiror and Merger Sub shall, indemnify, defend and hold harmlessharmless each 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 or director of the Company or any of its Subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or substantially on, or arising in whole or substantially out of the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including all Indemnified Liabilities based in whole or substantially on, or arising in whole or substantially out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the DGCL to indemnify its own directors or officers as the case may be (and the Company or the Surviving Corporation, as the case may be, will pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law by law), provided the Person person to whom expenses are advanced provides an undertaking to repay such 33 38 advances if it is ultimately judicially determined that such Person person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmlessharmless each present and former director and officer of Sterling or any of its Subsidiaries and any person who is or was serving at or prior to the Effective Time as a director or officer (or in a like capacity) of another person at the request of Sterling or any of its Subsidiaries (collectively, the “Sterling Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and whether arising before or after the Effective Time, arising out of the fact that such person is or was a director or officer of Sterling or any of its Subsidiaries or serving as a director or officer (or in a like capacity) of another person at the request of Sterling or any of its Subsidiaries and in respect of any acts or omissions (or alleged acts or omissions) of or by any such Sterling Indemnified Party occurring (or alleged to have occurred) at or prior to the Effective Time (including the transactions contemplated by this Agreement), to the fullest extent permitted under by applicable Law (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under by applicable Law provided Law; provided, that the Person Sterling Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person Sterling Indemnified Party is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses the Company’s Organizational Documents in effect as incurred to of the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company, in each case, when acting in such capacity or in serving as a director, officer, member, trustee, Representative or fiduciary of another entity or enterprise, including a Company and Benefit Plan, at the request or for the benefit of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) that arethe Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted to do so under applicable Law and the Company’s Organizational Documents in whole or in part, based on or arising out effect as of the fact date of this Agreement; provided that any Person to whom expenses are advanced provides an undertaking in customary form to repay such advances if it is ultimately determined by final adjudication that such person Person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses the Company’s and its Subsidiaries’ Organizational Documents in effect as incurred to of the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company and its Subsidiaries, in each case, when acting in such capacity or in serving as a director, officer, member, trustee, Representative or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or for the benefit of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) that arethe Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent or the Surviving Corporation shall also advance reasonable documented out-of-pocket expenses as incurred to the fullest extent permitted to do so under applicable Law and the Company’s and its Subsidiaries’ Organizational Documents in whole or in part, based on or arising out effect as of the fact date of this Agreement; provided that any Person to whom expenses are advanced shall promptly repay such advances if it is ultimately determined by final adjudication that such person Person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent Teva shall indemnify and hold harmless, harmless (i) to the fullest extent permitted under applicable Law and (ii) without limitation of clause (i), as required pursuant to the existing indemnity agreements of Sicor (and Parent Teva also shall also advance attorneys' fees and expenses as incurred (x) to the fullest extent permitted under applicable Law provided and (y) without limitation of clause (x), as required pursuant to the existing indemnity agreements of Sicor, provided, if and only to the extent required by the DGCL and such existing indemnity agreements, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director director, officer and officer employee of the Company Sicor and its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ ' fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiarieshereby.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall and the Surviving Company agree that they will indemnify and hold harmless, to the fullest extent Parent, Merger Sub or the Company would be permitted to do so under applicable Law (and Parent shall also advance expenses their respective Organizational Documents in effect as incurred to of the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Execution Date, each present and former (determined as of the Effective Time) director and officer of Parent, Merger Sub and the Company and its Subsidiaries each of their respective Subsidiaries, in each case, when acting in such capacity (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) that arethe Transactions, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company and (ii) actions to enforce this provision or any other indemnification or advancement right of Subsidiary of any Indemnified Party, and Parent or the Surviving Company shall also advance expenses as incurred to the fullest extent that the Company, including Parent or Merger Sub, as applicable, would have been permitted to do so under applicable Law and its respective Organizational Documents in effect as of the transactions contemplated Execution Date; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by this Agreement or serve as a fiduciary underfinal adjudication that such Person is not entitled to indemnification (including, or with respect but not limited to, any employee benefit plan (within such Costs incurred due to the meaning negligence, recklessness or willful misconduct of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariessuch Person).