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

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the Company, in each case, Company (when acting in such capacity or in serving capacity) determined as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce the fullest extent that the Company would have been obligated to indemnify such Indemnified Parties at the date of this provision Agreement under its certificate of incorporation or by-laws in effect on the date of this Agreement. Parent hereby assumes, and shall cause the Surviving Corporation to assume, all obligations of the Company to indemnify the Indemnified Parties for acts or omissions occurring at or prior to the Effective Time as provided in the respective certificate of incorporation or by-laws (or comparable organizational documents) of the Company or any other indemnification or advancement right of any Indemnified Partyits Subsidiaries as now in effect, and Holdcoany indemnification agreements or arrangements of the Company or any of its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnified Parties, unless such modification is required by Law. Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so required under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents such instruments as in effect as of on the date of this Agreement; provided that any the 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Share Acceptance Date until the sixth anniversary of the Effective Time, Holdco agrees that it will indemnify Parent shall indemnify, advance expenses to, and hold harmlessharmless the present and former officers and directors of the Company and its Subsidiaries, in each case to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Companyby law, in each case, when acting in such capacity respect of acts or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable LawShare Acceptance Date. From and after the Gulf Effective Time, Holdco agrees Parent shall cause the articles of incorporation and code of regulations of the Surviving Corporation to assume all obligations contain provisions substantially similar in terms of the rights granted in the provisions with respect to indemnification and insurance set forth in the Company's articles of incorporation and code of regulations in effect on the date hereof, which provisions shall not be amended in any manner prior to the sixth anniversary of the Effective Time that would adversely affect the rights thereunder of the Company's employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time, except if such amendment is required by applicable Law. Any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth in the Company's articles of incorporation or code of regulations shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such counsel's fees and expenses so long as such officer or director does not challenge any such determination by such independent counsel. With respect to acts or omissions occurring on or prior to the Share Acceptance Date or, with respect to directors or officers who continue to serve until the Effective Time, the Effective Time, Parent and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the beneficiaries thereof, to the extent available, the policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date hereof to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of this Agreement not greater than 200% of the annual premium for the Company's current insurance policies and, if such insurance coverage cannot be so purchased or maintained at such cost, providing for indemnification between the Company as much of such insurance as can be so purchased or any of its Subsidiaries and any Indemnified Partymaintained at such cost.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years after the Effective Time (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, and from and after the Gulf Effective TimeSubsequent Merger, Holdco agrees that it will indemnify the Surviving Company and hold harmlessits Subsidiaries to, to honor and fulfill in all respects the fullest extent that Holdco is permitted to under applicable Law obligations (including both indemnification and that advancement of expenses) of the Company would have been permitted to do so and its Subsidiaries under applicable Law and the Company’s Organizational Documents in effect as certificate of incorporation or any bylaws of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the CompanyCompany or its Subsidiaries or indemnification agreements, in each case, when acting in such capacity effect immediately prior to the Effective Time for the benefit of any of its current or in serving as former directors and officers and any person who becomes a director, officer, member, trustee director or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, against for a period of six (6) years following the Effective Time (and until such later date as of which any costs or expenses Action commenced during such six (including reasonable and documented attorneys’ fees6) year period shall have been finally disposed of), judgmentsParent shall (and shall cause the Surviving Corporation, finesthe Surviving Company and their respective Subsidiaries to) cause the certificate of incorporation, lossescertificate of formation and bylaws and operating agreement, 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 Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any as applicable (and other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents in effect as similar organizational documents) 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 hereunder or under applicable Law. From and after Surviving Corporation, the Gulf Effective Time, Holdco agrees to assume all obligations of the Surviving Company and its their respective Subsidiaries to the Indemnified Parties in contain provisions with respect of to indemnification, advancement of expenses and exculpation from liabilities for acts that are at least as favorable, in the aggregate, as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or omissions occurring at or other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Gulf Effective Time Time, and during such six (6) year period (and until such later date as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement which any Action commenced during such six (6) year period shall have been finally disposed of), such provisions shall not be amended, repealed or otherwise modified in any Contract in existence respect, except as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Partyrequired by Law.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective TimeTime until the sixth (6th) anniversary thereof, Holdco agrees that it will the Surviving Corporation shall and Parent shall cause the Surviving Corporation to indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the Company, Company (in each case, when acting in such capacity or in serving capacity), determined as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, with any Proceeding to the extent arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Party’s service as a director or officer of or otherwise related to matters existing or occurring the Company at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision the fullest extent that the Company would have been permitted under the DGCL and the Company’s certificate of incorporation or any other indemnification or advancement right of any Indemnified Party, bylaws in effect on the date hereof to indemnify such Person (and Holdco, Parent or and the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract Law and the Company’s certificate of incorporation or any of its Subsidiaries’ Organizational Documents bylaws in effect as of on the date of this Agreementhereof; provided that any the 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 hereunder or indemnification). Without limiting the foregoing, from and after the Effective Time until the sixth (6th) anniversary thereof, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause, to the fullest extent permitted under applicable Law. From , the certificate of incorporation and after the Gulf Effective Time, Holdco agrees to assume all obligations bylaws of the Company and its Subsidiaries Surviving Corporation to contain provisions no less favorable to the Indemnified Parties in with respect to the limitations of indemnificationliabilities of directors and executive officers, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided indemnification than are set forth in the Company’s Organizational Documents certificate of incorporation and the Organizational Documents bylaws of its Subsidiaries the Company as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartyAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time until the sixth anniversary of the Effective Time, Holdco agrees that it will indemnify Parent shall indemnify, advance expenses to, and hold harmless, to harmless the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director officers and officer of the Company, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations directors of the Company and its Subsidiaries (each, an “Indemnified Party”), in each case to the Indemnified Parties fullest extent permitted by law, in respect of indemnificationacts or omissions occurring or alleged to have occurred prior to or after the Effective Time. From and after the Effective Time, advancement Parent shall cause the certificate of expenses incorporation and exculpation from liabilities by-laws of the Surviving Corporation to contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification and insurance set forth in the Company Charter and the Company By-laws in effect on the date hereof, which provisions shall not be amended in any manner that would materially and adversely affect the rights thereunder of the Company’s employees, agents, directors or officers for acts or omissions occurring at on or prior to the Gulf Effective Time, except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth in the Company Charter or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such reasonable counsel’s fees and expenses. With respect to acts or omissions occurring on or prior to the Effective Time, the Company may on or prior to the Effective Time purchase (and if it does not, at or after the Effective Time the Parent shall purchase or cause the Surviving Corporation to purchase) a tail, run-off or similar director’s and officer’s liability insurance coverage policy for a period of six (6) years, with the same or similar coverages as provided are currently in effect for the Company’s Organizational Documents and , at no cost to the Organizational Documents beneficiaries thereof; provided that (i) the total premiums to be paid for such policy shall not exceed 200% of its Subsidiaries as in effect on the aggregate annual premium most recently paid by the Company prior to the date hereof to maintain director’s and officer’s liability insurance coverage (and if the total premium of this Agreement such insurance coverage exceeds such amount, the Company, Parent or in any Contract in existence as of the date of this Agreement providing Surviving Corporation shall obtain a tail policy with the greatest coverage available for indemnification between a cost not exceeding such amount) and (ii) prior to the Effective Time, the Company shall not enter into any insurance contract for a “tail” policy without the prior written consent of Parent which shall not be unreasonably withheld, conditioned or any of its Subsidiaries and any Indemnified Partydelayed.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will indemnify Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, to harmless the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director officers, directors, employees and officer of the Company, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations agents of the Company and its Subsidiaries subsidiaries (the "Indemnified Parties") against all losses, claims, damages, expenses or liabilities arising out of or related to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts actions or omissions or alleged actions or omissions occurring at or prior to the Gulf Effective Time as (i) to the full extent permitted by California 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 the Company’s Organizational Documents 's Restated Articles of Incorporation and the Organizational Documents By-Laws and agreements (including indemnification agreements to which directors or officers of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or its subsidiaries are parties) in effect at the date hereof and identified in Section 6.6 of the Company Disclosure Schedule (to the extent consistent with applicable law), which provisions and agreements will survive the Merger and continue in full force and effect after the Effective Time. Without limiting the foregoing, (i) Parent shall, and shall cause the Surviving Corporation to, periodically advance reasonable legal and other expenses (including of counsel selected by the Indemnified Party and reasonably acceptable to Parent) as incurred by an Indemnified Party with respect to the foregoing to the full extent permitted under applicable law, and (ii) any determination required to be made with respect to whether an Indem- nified Party shall be entitled to indemnification shall, if requested by such Indemnified Party, be made by independent legal counsel selected by the Surviving Corporation and reasonably satisfactory to such Indemnified Party. Notwithstanding the foregoing, Parent shall not, in connection with any one action or proceeding for which it is obligated to indemnify the Indemnified Parties hereunder or separate but substantially similar actions or proceedings arising out of its Subsidiaries the same general allegations be liable for fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all Indemnified Parties (except in the event that one or more of the Indemnified Parties shall have an actual or potential conflict of interest that would make it reasonably advisable to retain separate counsel). Parent shall be entitled to participate in the defense of any such action or proceeding and counsel selected by the Indemnified Party shall, to the extent consistent with their professional responsibilities, cooperate with Parent and any Indemnified Partycounsel designated by Parent.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco each of Parent and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the Company, Company or any of its Subsidiaries (in each case, when acting in such capacity or in serving capacity), determined as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, 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 Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce the fullest extent that the Company would have been permitted under the Laws of the State of California, its articles of incorporation and bylaws and under any applicable Contracts with such Indemnified Parties that are set forth on Section 5.13(a) of the Company Disclosure Letter, in each case, in effect on the date of this provision or any other indemnification or advancement right of any Indemnified PartyAgreement, to indemnify such Person (and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or articles of incorporation and bylaws and under any of its Subsidiaries’ Organizational Documents in effect as applicable Contracts with such Indemnified Parties that are set forth on Section 5.13(a) of the date of this AgreementCompany Disclosure Letter; provided that any the 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 hereunder indemnification; and 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 the Laws of the State of California, the Company’s articles of incorporation and bylaws and under any applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations Contracts with such Indemnified Parties that are set forth on Section 5.13(a) of the Company and its Subsidiaries to Disclosure Letter shall be made by independent counsel selected by the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartySurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From The certificate of incorporation and after by-laws of the Gulf Effective TimeSurviving Corporation shall contain, Holdco agrees that it will indemnify in all material respects and hold harmless, to the fullest extent that Holdco is permitted to under by applicable Law the same provisions with respect to indemnification, advancement and that director and officer exculpation set forth in the certificate of incorporation and by-laws of the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of on the date of this Agreement, each present which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of persons who at any time prior to the Effective Time were entitled to indemnification, advancement or exculpation under the certificate of incorporation and former (determined as by-laws of the Gulf Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Law. From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation to indemnify and hold harmless each person who was, is now, or who becomes prior to the Effective Time) , a director and or officer of the Company, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesfines and reasonable fees, lossescosts and expenses, claimsincluding attorneys’ fees and disbursements (collectively, damages or liabilities “Costs”), incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any Proceeding, in connection with, arising out of its Subsidiaries or otherwise related to matters existing (ii) acts or omissions occurring at or prior to the Gulf Effective TimeTime (including acts or omissions in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that permitted under Delaware Law for officers and directors of Delaware corporations. Each Indemnified Party will be entitled to advancement of expenses incurred in the Company would have been permitted to do so under applicable Lawdefense of any such claim, any Contract and action, suit, proceeding or investigation from the Company’s Surviving Corporation within ten (10) Business Days of receipt by Parent or any the Surviving Corporation from the Indemnified Party of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreementa request therefor; provided that 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time until the sixth anniversary of the Effective Time, Holdco agrees that it will indemnify Parent shall indemnify, advance expenses to, and hold harmlessharmless the present and former officers and directors of the Company and its Subsidiaries, in each case to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Companyby law, in each case, when acting in such capacity respect of acts or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees Parent shall cause the articles of incorporation and by-laws of the Surviving Corporation to assume all obligations contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification and insurance set forth in the Company Charter and the Company By-laws in effect on the date hereof, which provisions shall not be amended in any manner prior to the sixth anniversary of the Effective Time that would adversely affect the rights thereunder of the Company’s employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time, except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth in the Company Charter or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such counsel’s fees and expenses so long as such officer or director does not challenge any such determination by such independent counsel. With respect to acts or omissions occurring on or prior to the Effective Time, Parent and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the beneficiaries thereof, to the extent available, the policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date hereof to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of this Agreement not greater than 200% of the annual premium for the Company’s current insurance policies and, if such insurance coverage cannot be so purchased or maintained at such cost, providing for indemnification between the Company as much of such insurance as can be so purchased or any of its Subsidiaries and any Indemnified Partymaintained at such cost.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective TimeTime until the sixth (6th) anniversary thereof, Holdco agrees that it will the Surviving Corporation shall and Parent shall cause the Surviving Corporation to indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the Company, Company (in each case, when acting in such capacity or in serving capacity), determined as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, with any Proceeding to the extent arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Party’s service as a director or officer of or otherwise related to matters existing or occurring the Company at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision the fullest extent that the Company would have been permitted under the DGCL and its certificate of incorporation or any other indemnification or advancement right of any Indemnified Party, bylaws in effect on the date hereof to indemnify such Person (and Holdco, Parent or and the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract Law and the Company’s certificate of incorporation or any of its Subsidiaries’ Organizational Documents bylaws in effect as of on the date of this Agreementhereof; provided that any the 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 hereunder or indemnification). Without limiting the foregoing, from and after the Effective Time until the sixth (6th) anniversary thereof, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause, to the fullest extent permitted under applicable Law. From , the certificate of incorporation and after the Gulf Effective Time, Holdco agrees to assume all obligations bylaws of the Company and its Subsidiaries Surviving Corporation to contain provisions no less favorable to the Indemnified Parties in with respect to the limitations of indemnificationliabilities of directors and officers, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided indemnification than are set forth in the Company’s Organizational Documents certificate of incorporation and the Organizational Documents bylaws of its Subsidiaries the Company as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartyAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time until the sixth anniversary of the Effective Time, Holdco agrees that it will indemnify Parent shall indemnify, advance expenses to, and hold harmless, to harmless the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director officers and officer of the Company, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations directors of the Company and its Subsidiaries (each, an “Indemnified Party”), in each case to the Indemnified Parties fullest extent permitted by law, in respect of indemnificationacts or omissions occurring or alleged to have occurred prior to or after the Effective Time. From and after the Effective Time, advancement Parent shall cause the certificate of expenses incorporation and exculpation from liabilities by-laws of the Surviving Corporation to contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification and insurance set forth in the Company Certificate of Incorporation and the Company By-laws in effect on the date hereof, which provisions shall not be amended in any manner that would materially and adversely affect the rights thereunder of the Company’s employees, agents, directors or officers for acts or omissions occurring at on or prior to the Gulf Effective Time, except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth in the Company Certificate of Incorporation or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such reasonable counsel’s fees and expenses. With respect to acts or omissions occurring on or prior to the Effective Time, the Company may, in its sole discretion, on or prior to the Effective Time (after consultation with Parent) purchase (and if it does not, at or after the Effective Time Parent shall purchase or cause the Surviving Corporation to purchase) a tail, run-off or similar director’s and officer’s liability insurance coverage policy for a period of six (6) years, with the same or substantially similar coverages as provided are currently in effect for the Company, at no cost to the beneficiaries thereof; provided that the total premiums to be paid for such policy shall not exceed $150,000 annually (and if the total premium of such insurance coverage exceeds such amount, the Company, Parent or the Surviving Corporation shall obtain a tail policy with the greatest coverage available for a cost not exceeding such amount). If the Company does purchase such a tail, run-off or similar director’s Organizational Documents and officer’s liability insurance coverage policy prior to the Effective Time in compliance with this Section 5.7, Parent and the Organizational Documents of its Subsidiaries Surviving Corporation shall maintain such policy as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between purchased by the Company or any of its Subsidiaries in full force and any Indemnified Partyeffect and continue to honor their respective obligations thereunder.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent and Carve-out Buyer shall cause the Surviving Corporation, or, in the case of Carve-out Buyer, any subsidiary transferred to Carve-out Buyer, to, assume all obligations of the Company and its Subsidiaries in respect of exculpation, indemnification and advancement of expenses for each individual who at the Effective Time is, or at any time prior to the Effective Time was, an Indemnified Party for acts or omissions occurring at or prior to the Effective Time as provided in the Company’s Restated Certificate of Incorporation and By-laws (or similar organizational documents of any Subsidiary) as in effect on the date hereof. For a period of six years from the Effective Time, Holdco agrees that it will indemnify the Surviving Corporation shall maintain, and hold harmlessParent shall cause the Surviving Corporation to maintain, provisions of the Surviving Corporation’s certificate of incorporation and bylaws with respect to the fullest extent that Holdco is permitted to under applicable Law limitation of liabilities of directors and that indemnification and advancement of expenses of officers and directors of the Company would have been permitted to do so under applicable Law and that are the same as those set forth in the Company’s Organizational Documents Restated Certificate of Incorporation and By-laws as in effect as of on the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Companyshall not amend, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of repeal or otherwise related to modify any Proceeding, such provisions in connection with, arising out of or otherwise related to matters existing or occurring at or prior to any manner that would adversely affect the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right rights thereunder of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred unless otherwise required by Law. Anything to the fullest extent that contrary in this Section 7.10(a), the Company would have been permitted to do so under applicable LawRestated Certificate of Incorporation or By-laws notwithstanding, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreement; provided that any Person to whom advancement of expenses are advanced provides is provided shall be required to provide, as a condition to such advancement, an undertaking to repay such advances if it is ultimately determined by final adjudication under applicable Law that such Person Indemnified Party is not entitled to indemnification hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From To the maximum extent permitted by applicable Law, all rights to indemnification or exculpation now existing in favor of the directors and after officers of SPAC, as provided in the Gulf SPAC Memorandum and Articles of Association or other indemnification agreements in effect immediately prior to the Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as set forth on Schedule 5.13 of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the CompanySPAC Disclosure Schedule, in each either case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 solely with respect to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at on or prior to the Gulf Effective Time shall survive the Transactions and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and the Company will perform and discharge, or cause to be performed and discharged, all obligations to provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during TABLE OF CONTENTS​​ such six (6)-year period, the Company shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in the SPAC Memorandum and Articles of Association or other indemnification agreements as in effect immediately prior to the Effective Time as set forth on Schedule 5.13 of SPAC Disclosure Schedule. The indemnification and liability limitation or exculpation provisions of the SPAC Memorandum and Articles of Association shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Effective Time, whether asserted or claimed at any time prior toto such time, at were directors or after officers of SPAC (the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 “D&O Persons”) entitled to indemnification hereunder be so indemnified, their liability limited or under applicable Law. From and after the Gulf Effective Time, Holdco agrees be exculpated with respect to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions any matters occurring at on or prior to the Gulf Effective Time as provided in and relating to the Company’s Organizational Documents and fact that such D&O Person was a director or officer of SPAC immediately prior to the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement Effective Time, unless such amendment, repeal or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Partyother modification is required by applicable Law.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Acceptance Time until the sixth anniversary of the Effective Time, Holdco agrees that it Parent will indemnify cause the Company and hold harmlessthe Company Subsidiaries, and the Surviving Corporation and the Company Subsidiaries, to fulfill and honor in all respects the fullest extent that Holdco is permitted to under applicable Law and that obligations of the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents Company Subsidiaries pursuant to: (i) each indemnification agreement in effect as of the date of this Agreement, each present Agreement between the Company or any Company Subsidiary and former any Indemnified Party (determined as of the Gulf Effective Time) director and officer of the Companydefined in Section 5.10(e)), in each case, when acting that have been made available to Parent prior to the date hereof; and (ii) any indemnification, exculpation from liability or advancement of expenses provision set forth in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit Organizational Documents of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries Subsidiary as in effect on the date of this Agreement or Agreement. The Organizational Documents of the Surviving Corporation shall contain the provisions with respect to indemnification, exculpation from liability and advancement of expenses set forth in any Contract in existence as of the Company’s Organizational Documents on the date of this Agreement providing for indemnification between and, from and after the Acceptance Time until the sixth anniversary of the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any manner that could adversely affect in any material respect the rights thereunder of any Indemnified Party. From and after the Acceptance Time until the sixth anniversary of the Effective Time, Parent will cause the Company and the Company Subsidiaries, and the Surviving Corporation and the Company Subsidiaries, to maintain in effect the exculpation, indemnification and advancement of expenses provisions set forth in the Organizational Documents of each Company Subsidiary as in effect on the date of this Agreement, and shall not permit the amendment, repeal or other modification of any such provisions in any manner that would adversely affect the rights thereunder of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it the Surviving Corporation will, and Parent will indemnify cause the Surviving Corporation to, fulfill and hold harmlesshonor in all respects the obligations of the Company pursuant to any indemnification provisions under the Company's Certificate of Incorporation or By-laws as each is in effect on the date hereof (the Persons to be indemnified pursuant to such shall be referred to as, collectively, the "D/O Indemnified Parties"), in respect of claims as to which the Surviving Corporation has received notice prior to the fullest extent that Holdco is permitted expiration of 30 days following the sixth anniversary of the Closing Date. The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain the provisions with respect to under applicable Law indemnification and that the Company would have been permitted to do so under applicable Law and exculpation from liability set forth in the Company’s Organizational Documents in effect as 's Certificate of Incorporation and By-laws on the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Companywhich provisions shall not be amended, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of repealed or otherwise related to any Proceeding, in connection with, arising out modified for a period of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or six years after the Gulf Effective Time, including actions to enforce this provision or Time in any other indemnification or advancement right manner that would adversely affect the rights thereunder of any D/O Indemnified Party. Without limiting the foregoing, and Holdco, Parent or after the Gulf Effective Time the Surviving Corporation shall also advance expenses as pay all reasonable out-of-pocket fees and expenses, including reasonable legal fees, for the D/O Indemnified Parties incurred with respect to the foregoing to the fullest extent that permitted under Applicable Law promptly after statements therefor are received by the Company would have been permitted to do so under applicable LawSurviving Corporation; provided, any Contract and however, the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of Person on whose behalf the date of this Agreement; provided that any Person to whom expenses are advanced paid provides an undertaking to repay such advances payments if it is ultimately determined by final adjudication that such Person is not entitled to indemnification hereunder or under applicable Lawindemnification. From and after Parent will cause the Gulf Surviving Corporation to maintain for not less than six years from the Effective Time, Holdco agrees to assume all obligations of directors' and officers' liability insurance covering the Company and its Subsidiaries to the D/O Indemnified Parties in who are presently covered by the Company's directors' and officers' liability insurance or will be so covered at the Effective Time with respect of indemnification, advancement of expenses to actions and exculpation from liabilities for acts or omissions occurring at on or prior to the Gulf Effective Time as provided in on terms no less favorable to the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as D/O Indemnified Parties than such insurance maintained in effect by the Company on the date hereof. The maximum of such coverage shall be $5,000,000 in the aggregate (including claims and expenses) for the six-year notice period described in the first sentence of this Agreement Section 6.9; provided, however, that to the extent such coverage is not obtainable at less than per annum premiums in the amount of $180,000, Parent shall cause the Surviving Corporation to purchase so much coverage as may then be obtained for $180,000. The foregoing to the contrary notwithstanding, Parent shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld or delayed. The D/O Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in any Contract in existence as the opinion of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any counsel to a D/O Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more D/O Indemnified Parties.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will the Surviving Company shall (i) indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the CompanyCompany (collectively, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Company Indemnified Parties”), against any costs and all Damages incurred or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liabilities or any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions pursuant to enforce any indemnification provisions under the Organizational Documents of the Company as in effect on the date of this provision Agreement or any other indemnification or advancement right agreement between the Company and such Company Indemnified Party (as set forth on Section 6.6(a) of any Indemnified Partythe Company Disclosure Schedule and made available to Parent), and Holdco, Parent or the Gulf Surviving Corporation shall also (ii) advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.6(a) pursuant to any indemnification provisions under the fullest extent Organizational Documents of the Company and pursuant to any indemnification agreement between the Company and such Company Indemnified Party (as set forth on Section 6.6(a) of the Company Disclosure Schedule and made available to Parent); provided, however, that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreement; provided that any Person Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnification hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of Company, any such indemnification agreement and pursuant to this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartySection 6.6(a).

Indemnification; Directors’ and Officers’ Insurance. (a) The Parent shall cause the organizational documents of the Surviving Entity and each Subsidiary of the Surviving Entity to contain provisions concerning indemnification of directors and officers no less favorable to the beneficiaries thereof than those set forth in such organizational documents as of the date hereof. From and after the Gulf Effective TimeClosing, Holdco agrees that it will the Parent shall, and shall cause the Surviving Entity and each Subsidiary of the Surviving Entity to (i) indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the CompanyCompany and each present and former director, director and officer, as applicable, of each Company Subsidiary (collectively, the “Company Indemnified Parties”), in each case, when acting in such capacity capacity, against any Losses incurred or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit suffered by any of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred Parties in connection with, with any Action arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Gulf Effective TimeClosing, whether asserted or claimed prior to, at or after the Gulf Effective TimeClosing, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Partythe fullest extent permitted under applicable Law, and Holdco, Parent or the Gulf Surviving Corporation shall also (ii) advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from the Surviving Entity or a Subsidiary of the Surviving Entity, as applicable, pursuant to this Section 6.13, to the fullest extent permitted under applicable law; provided that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreement; provided that any Person Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Company Indemnified Party is not entitled to indemnification hereunder or such indemnification; and provided, further, that any determination required to be made with respect to whether a Company Indemnified Party’s conduct complies with the standards set forth under applicable Law. From and after law or the Gulf Effective Time, Holdco agrees to assume all obligations organizational documents of the Company Surviving Entity and its the Subsidiaries to of the Indemnified Parties in respect of indemnificationSurviving Entity, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in applicable, shall be made by independent counsel selected by the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years following the Closing Date, Buyer shall not (and after shall cause the Gulf Effective TimeAcquired Companies not to) amend, Holdco repeal or modify the indemnification and liability limitation or exculpation provisions of the Acquired Companies’ Governing Documents in any manner that would adversely affect the rights thereunder of any individual who, as of the Closing Date or at any time prior to the Closing Date, is or was a manager, director, officer, employee or agent of any Acquired Company, unless such modification is required by applicable Law. Subject to the preceding sentence, Buyer agrees (i) that all rights to indemnification or exculpation now existing in favor of the current or former managers, directors, officers, employees and agents of any Acquired Company (each, an “Indemnitee”), as provided in such Acquired Company’s Governing Documents with respect to any matters occurring on or prior to the Closing Date, will survive the transactions contemplated by this Agreement and will continue in full force and effect, (ii) that it will indemnify cause the Acquired Companies to perform and hold harmlessdischarge their respective obligations to provide such indemnity and exculpation, (iii) to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Company, in each case, when acting provided for in such capacity or in serving as a directorGoverning Documents, officersuch indemnification will be mandatory rather than permissive, memberand, trustee or fiduciary of another entity or enterprise(iv) after the Closing, including a Company Benefit Plan, at Buyer will cause the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or Acquired Companies to advance 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other with such indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the provided in such Acquired Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartyGoverning Documents.

Indemnification; Directors’ and Officers’ Insurance. (ai) From and after the Gulf Effective Time, Holdco agrees that it Parent will, and Parent will indemnify cause the Surviving Corporation to, fulfill and hold harmless, honor in all respects the obligations of Company pursuant to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of agreements between the Company and its Subsidiaries to respective current or past directors, officers, employees or agents as of the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in (the “Company Indemnified Parties”) identified on Section 6.2(a) of the Company Disclosure Schedule and any indemnification provisions under the Company’s Organizational Documents and the Organizational Documents Articles of its Subsidiaries Incorporation or Bylaws as in effect on the date of this Agreement and such agreements shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Company Indemnified Parties as those contained in any Contract the Articles of Incorporation and Bylaws of the Company as in existence as of effect on the date of this Agreement providing Agreement, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors, officers, employees or agents of Company, unless such modification is required by Applicable Law; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Company Indemnified Party delivers to Parent a written notice asserting a claim for indemnification between under this Section 6.2(a), the Company or any claim asserted in such notice shall survive the sixth anniversary of its Subsidiaries the Effective Time until such time as the claim is fully and any Indemnified Partyfinally resolved.

Indemnification; Directors’ and Officers’ Insurance. (a) From The Surviving Corporation and after the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law Subsidiaries shall (and Parent shall cause the Surviving Corporation and the Company’s Organizational Documents Company Subsidiaries to) honor and fulfill in effect all respects the obligations of the Company and the Company Subsidiaries under any and all (i) indemnification agreements between the Company or any of the Company Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement, each present Agreement and former (determined as of the Gulf Effective Time) any person who becomes a director and or officer of the Company, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its the Company Subsidiaries prior to the Effective Time in accordance with the terms of this Agreement (the “Indemnified Parties”)) and (ii) indemnification, against expense advancement and exculpation provisions in any costs certificate of incorporation or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages bylaws or liabilities incurred in connection with, arising out comparable organizational document 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 Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement Agreement. In addition, during the period commencing at the Effective Time and ending six (6) years from and after the Effective Time, the Surviving Corporation and the Company Subsidiaries shall (and Parent shall cause the Surviving Corporation and the Company Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and the Company Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or in any Contract in existence other similar organizational documents) of the Company and the Company Subsidiaries as of the date of this Agreement providing for indemnification between hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Company or any of its Subsidiaries and any Indemnified PartyParties except as required by applicable Legal Requirements.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Surviving Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Partywill, and Holdco, Parent or will cause the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to to, fulfill and honor in all respects the obligations of the Acquired Entities pursuant to: (i) each indemnification agreement in effect between any of the Acquired Entities and any Indemnified Parties Party as set forth in respect Section 4.8(a) of indemnificationthe Company Disclosure Schedule; and (ii) any indemnification provision, expense advancement of expenses provision and any exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided provision set forth in the Company’s Organizational Documents and certificate of incorporation or bylaws or equivalent organizational documents of the Organizational Documents of its Subsidiaries Acquired Entities as in effect on the date of this Agreement or Agreement. The certificate of incorporation and bylaws of the Surviving Company and equivalent organizational documents of the Surviving Company’s Subsidiaries shall contain the provisions with respect to indemnification, expense advancement and exculpation from liability at least as favorable as the indemnification, expense advancement and exculpation from liability provisions set forth in any Contract in existence as the Company’s certificate of incorporation and bylaws and equivalent organizational documents of the Company’s relevant Subsidiaries on the date of this Agreement providing for indemnification between Agreement, and, during the Company period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any manner that could adversely affect the rights thereunder of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent and after the Gulf Surviving Corporation shall cause to be maintained in effect, with respect to claims arising from facts or events that occurred on or before the Effective Time, Holdco agrees that it will indemnify (i) for a period of six years after the Effective Time, the current provisions regarding indemnification of current or former officers and hold harmless, to directors (each an "Indemnified Party") contained in the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or the Company Subsidiaries and in any agreements between an Indemnified Party and the Company or the Company Subsidiaries and (ii) for a period of its Subsidiaries (six years, the “Indemnified Parties”)current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company, against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out so long as the annual premium therefor does not exceed 150% of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or the last annual premium paid prior to the Gulf date hereof (provided that Parent or the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided, that if such current policies expire, are terminated or are cancelled during such six-year period, Parent and the Surviving Corporation shall use commercially reasonable efforts to obtain as much directors' and officers' liability insurance and fiduciary liability insurance as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 150% of the last annual premium paid prior to the date hereof. This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. For a period of six years after the Effective Time, whether asserted or claimed prior to, at or after Parent and the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred indemnify the Indemnified Parties to the fullest same extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreement; provided that any Person to whom expenses such Indemnified Parties 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees pursuant to assume all obligations clause (i) of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date first sentence of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartySection 4.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From All rights to indemnification and after the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents limitations of liability for monetary damages existing in effect as favor of the date of this Agreementpresent or former directors, each present officers and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit employees of the Company or any of its Subsidiaries (other than for indemnification claims for Losses under Article VII of this Agreement) (the “Indemnified PartiesCovered D&O Indemnitees”)) as provided in the Company’s certificate of incorporation, against bylaws and those certain indemnification agreements between the Company and certain of its officers and directors as in effect on the date hereof, or the certificate of incorporation, bylaws or similar constitutive documents of any costs or expenses of the Company’s Subsidiaries as in effect as of the date hereof with respect to matters occurring prior to the Effective Time (including reasonable the transactions contemplated by this Agreement) shall survive the Merger and documented attorneys’ fees)shall continue in full force and effect (to the extent consistent with applicable Law) after the Effective Time, judgmentswithout material alteration or amendment. After the Effective Time, finesAcquiror shall cause the Surviving Corporation to indemnify, defend and hold harmless the Covered D&O Indemnitees against all losses, claims, damages or liabilities incurred in connection with, arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Gulf Effective TimeTime (including the transactions contemplated by this Agreement) to the full extent then permitted under Delaware Law and by the Company’s certificate of incorporation or bylaws as in effect on the date hereof; provided, whether asserted or claimed prior tothat such indemnification shall be subject to any limitation imposed from time to time under applicable Law. Without limiting the foregoing, at or after Acquiror shall cause the Gulf Effective TimeSurviving Corporation, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Partythe extent permitted by applicable Law, and Holdco, Parent or the Gulf Surviving Corporation shall also to periodically advance expenses as incurred with respect to the foregoing to the fullest extent that the Company would have been permitted to do so under applicable Law; provided, any Contract and that the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreement; provided that any Person to whom the 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time until the sixth anniversary of the Effective Time, Holdco agrees that it will indemnify Parent shall indemnify, advance expenses to, and hold harmlessharmless the present and former officers and directors of the Company and its Subsidiaries, in each case to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Companyby law, in each case, when acting in such capacity respect of acts or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees Parent shall cause the articles of incorporation and code of regulations of the Surviving Corporation to assume all obligations contain provisions substantially similar in terms of the rights granted in the provisions with respect to indemnification and insurance set forth in the Company's articles of incorporation and code of regulations in effect on the date hereof, which provisions shall not be amended in any manner prior to the sixth anniversary of the Effective Time that would adversely affect the rights thereunder of the Company's employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time, except if such amendment is required by applicable Law. Any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth in the Company's articles of incorporation or code of regulations shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such counsel's fees and expenses so long as such officer or director does not challenge any such determination by such independent counsel. With respect to acts or omissions occurring on or prior to the Effective Time, Parent and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the beneficiaries thereof, to the extent available, the policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date hereof to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of this Agreement not greater than 200% of the annual premium for the Company's current insurance policies and, if such insurance coverage cannot be so purchased or maintained at such cost, providing for indemnification between the Company as much of such insurance as can be so purchased or any of its Subsidiaries and any Indemnified Partymaintained at such cost.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this AgreementLaw, each present and former (determined as of the Gulf Effective Time) director and officer of the Company, in Company and its Subsidiaries and each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit PlanPlan (collectively, at the request together with such person’s heirs, executors or benefit of the Company or any of its Subsidiaries (administrators, the “Indemnified Parties”), ) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities and amounts paid in settlement incurred in connection withwith any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of or otherwise of, related to any Proceeding, or in connection with, arising out with any action or omission occurring or alleged to have occurred whether before or at the Effective Time (including in connection with such Indemnified Parties’ service as a director or officer of the Company or otherwise related to matters existing any of its Subsidiaries or occurring at or prior to the Gulf Effective Timea fiduciary of a Company Benefit Plan), whether asserted or claimed prior to, at or after the Gulf Effective TimeTime including, including for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement and (ii) actions to enforce this provision or any other indemnification indemnification, exculpation or advancement right of any Indemnified Party. Without limiting the foregoing, Parent, for a period of six (6) years from and Holdcoafter the Effective Time, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under cause, unless otherwise required by applicable Law, any Contract the Charter and Bylaws to contain provisions no less favorable to the Company’s or any Indemnified Parties with respect to limitation of its Subsidiaries’ Organizational Documents in effect liabilities of directors and officers and indemnification than those set forth as of the date of this AgreementAgreement in the certificate of incorporation and bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnified Parties. In addition, from and after the Effective Time, each of Parent and the Surviving Corporation shall advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Party promptly (and in any event within ten (10) days) after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided provided, that any the Person to whom expenses Table of Contents are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Indemnified Party wishing to claim indemnification hereunder under this Section 5.10(a), upon learning of any claim, action or under applicable Law. From and after proceeding in respect of which such indemnification will be sought, shall notify the Gulf Effective TimeSurviving Corporation thereof in writing; provided, Holdco agrees that the failure to assume all so notify the Surviving Corporation shall not affect the indemnification obligations of the Company and its Subsidiaries Surviving Corporation or Parent under this Section 5.10(a), except to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior extent such failure to notify materially prejudices the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartySurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco Parent agrees that it will indemnify shall cause the Surviving Corporation to provide exculpation and hold harmless, indemnification for each Person who is now or has been at any time prior to the fullest extent that Holdco is permitted date hereof or who becomes such prior to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) , an officer or director and officer or employee of the Company, in each case, when acting in such capacity at least to the same extent provided under the Certificate of Incorporation or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit By-laws of the Company or any of its Subsidiaries (Company, as in effect on the “Indemnified Parties”)date hereof; provided, against any costs or expenses (including reasonable that such exculpation and documented 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 indemnification covers actions on or prior to the Gulf Effective Time, whether asserted including, without limitation, all transactions contemplated by this Agreement. Parent shall, or claimed prior to, at or after shall cause the Gulf Effective Time, including actions Surviving Corporation to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that Parent or the Company Surviving Corporation would have been permitted required to do so under applicable Law, any Contract and the Certificate of Incorporation or By-laws of the Company’s or any of its Subsidiaries’ Organizational Documents , as in effect as of on the date of this Agreement; hereof, provided that any the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately finally determined by final adjudication a court of competent jurisdiction that such Person person is not entitled to indemnification hereunder indemnification. Parent shall cause the Surviving Corporation to and the Surviving Corporation shall maintain in effect for a period of six years, the current errors and omissions policies maintained by the Company with respect to claims arising from facts or under applicable Law. From and after events that occurred on or before the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties including without limitation, in respect of indemnificationthe transactions contemplated by this Agreement; provided, advancement that Parent shall not be required to pay or to cause the Surviving Corporation to pay aggregate annual premiums for insurance under this Section 5.12 in excess of expenses and exculpation from liabilities for acts or omissions occurring at or prior to 200% of the Gulf Effective Time as provided in aggregate annual premium paid by the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence Company as of the date of this Agreement providing for indemnification between such purpose, but in such case Parent shall cause the Company or any of its Subsidiaries and any Indemnified PartySurviving Corporation to purchase such coverage as the Surviving Corporation may reasonably obtain for such amount.

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 Gulf Effective TimeTime in any manner that would adversely affect the rights thereunder of individuals who immediately prior to the Effective Time were directors, Holdco agrees that it will indemnify officers, or otherwise entitled to indemnification thereunder or under the Bylaws or indemnification agreements (the "Indemnified Parties"). Purchaser and the Surviving Corporation shall jointly and severally indemnify, defend and hold harmlessharmless the Indemnified Parties (in the case of Purchaser, subject to the provisions of subsection (b) below) as provided in the Certificate, Bylaws or indemnification agreements, as in effect as of the date hereof, with respect to matters occurring through the Effective Time to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law Delaware law, the Certificate and the Company’s Organizational Documents 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 the current policies of this Agreement, each present directors' and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of officers' liability insurance maintained by the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related with respect to matters existing or occurring at or prior to the Gulf Effective Time; provided, whether asserted or claimed prior tohowever, at or after that (i) the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred may substitute therefor policies of at least the same coverage (with carriers comparable to the fullest extent that Company's existing carriers) containing terms and conditions which are no less advantageous to the Company would have been permitted to do so under applicable Lawofficers, any Contract directors and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations employees of the Company and its Subsidiaries (ii) the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of two times the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or last annual premium paid prior to the Gulf Effective Time date hereof, but in such case shall purchase as provided in much coverage as possible for such amount. Purchaser shall cause the Company’s Organizational Documents Surviving Corporation to reimburse all expenses including reasonable attorney's fees, incurred by any person to enforce successfully the obligations of Purchaser and the Organizational Documents of its Subsidiaries as in effect on the date of Surviving Corporation under this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartySection 7.9.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six years after the Gulf Effective Time, Holdco agrees unless otherwise required by applicable law, Parent shall cause the respective articles or certificate of incorporation and by-laws (or equivalent organizational documents) of the Surviving Corporation and each of its Subsidiaries to contain provisions no less favorable with respect to the exculpation from personal liability and indemnification of and advancement of expenses to directors, officers, coworkers and agents than are set forth in the articles of incorporation or by-laws of the Company (or organizational documents of the relevant Subsidiary of the Company) as in effect on the date hereof; provided, however, that it will if any claim or claims are asserted against any individual entitled to the protections of such provisions within such six-year period, such provisions shall not be modified in a manner adverse to such individual until the final disposition of any such claims. Parent shall cause the Company to indemnify and hold harmlessadvance expenses to, and shall itself indemnify and advance expenses to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and as if it were the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Company, in each case, when acting in such capacity or in serving as a director, officer, membercoworker, trustee agent or employee benefit plan fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit (an “Indemnified Person”) of the Company or any of its Subsidiaries (including rights relating to advancement of expenses and indemnification rights to which such persons are entitled because they are serving as a director, officer, agent or coworker of another entity at the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out request 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 Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents ) in effect as respect of actions, omissions or events through the Effective Time to the fullest extent provided in the articles of incorporation or by-laws of the date Company or the organizational documents 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 hereunder Subsidiary of the Company, as applicable, or under applicable Law. From and after the Gulf Effective Timelaws, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnificationeach case, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement Agreement; provided, however, that any determination required to be made with respect to whether an Indemnified Person’s conduct complies with the standards set forth under the applicable law, the articles of incorporation or by-laws of the 44 Company or the organizational documents of any Subsidiary of the Company, as applicable, or any such agreement, as the case may be, shall be made by independent legal counsel jointly selected by such Indemnified Person and Parent; and provided, further, that nothing in this Section 7.9 shall impair any rights of any Indemnified Person. Without limiting the generality of the preceding sentence, if any Indemnified Person becomes involved in any Contract in existence as of actual or threatened action, suit, claim, proceeding or investigation covered by this Section 7.9 after the date of this Agreement providing for indemnification between Effective Time, Parent shall, or shall cause the Company to, to the fullest extent permitted by law, promptly advance to such Indemnified Person his or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of its Subsidiaries an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Person is not entitled thereto under the IBCA or other applicable law with respect to such proceeding. Notwithstanding anything to the contrary set forth in this Section 7.9(a), neither Parent nor the Surviving Corporation (i) shall be liable for any settlement entered into by an Indemnified Person without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed), and (ii) shall have any obligation hereunder to any Indemnified PartyPerson to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. Any Indemnified Person wishing to claim indemnification under this Section 7.9(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent and the Surviving Corporation of such claim and the relevant facts and circumstances with respect thereto; provided, however, that the failure to provide such notice shall not affect the obligations of Parent and the Surviving Corporation except to the extent such failure to notify materially prejudices their ability to defend such claim, action, suit, proceeding or investigation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time until the sixth anniversary of the Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law Acquired Companies and the Company’s Organizational Documents in effect as of Surviving Entity shall, and Parent shall cause the date of this Agreement, each present Acquired Companies and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior Surviving Entity to, at or after fulfill and honor in all respects the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties Acquired Companies in respect of rights of indemnification, exculpation from liability and advancement of expenses and exculpation from liabilities for all acts or omissions or alleged actions or omissions occurring at or prior to the Gulf Effective Time as provided Time, whether asserted or claimed before, at or after the Effective Time, existing in the Company’s Organizational Documents favor of any Indemnified Party pursuant to (i) each indemnification agreement in effect between any Acquired Company and any Indemnified Party and (ii) any indemnification, exculpation from liability or advancement of expenses provision set forth in the Organizational Documents of its Subsidiaries the Acquired Companies as in effect on the date hereof. Without limiting the foregoing, from and after the Effective Time until the sixth anniversary of this Agreement the Effective Time, unless otherwise required by Law, the Organizational Documents of the Surviving Entity shall contain the provisions with respect to indemnification, exculpation from liability and advancement of expenses set forth in the Acquired Companies’ Organizational Documents on the date hereof and, from and after the Effective Time until the sixth anniversary of the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any Contract in existence as manner that could adversely affect the rights thereunder of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (ai) From the Acceptance Date until its sixth anniversary, the Surviving Corporation will, and after Parent will cause the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior Surviving Corporation to, at or after fulfill and honor in all respects the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company pursuant to the indemnification agreements between the Company and its Subsidiaries to respective current or past directors, officers, employees or agents as of the Acceptance Date identified on Section 6.2(a) of the Company Disclosure Schedule (the “Company Indemnified Parties in respect of indemnification, advancement of expenses Parties”) and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in any indemnification provisions under the Company’s Organizational Documents and the Organizational Documents Certificate of its Subsidiaries Incorporation or Bylaws as in effect on the date of this Agreement and such agreements shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. For a period of six years from the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Company Indemnified Parties as those contained in any Contract the Certificate of Incorporation and Bylaws of the Company as in existence as of effect on the date of this Agreement providing Agreement, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors, officers, employees or agents of Company, unless such modification is required by Applicable Law; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Company Indemnified Party delivers to Parent a written notice asserting a claim for indemnification between under this Section 6.2(a), the Company or any claim asserted in such notice shall survive the sixth anniversary of its Subsidiaries the Effective Time until such time as the claim is fully and any Indemnified Partyfinally resolved.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco Bank agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the CompanyNapa (each, in each casean “Indemnified Party” and, when acting in such capacity or in serving as a directorcollectively, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), ) against any all costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Gulf Effective TimeTime (including, without limitation, the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, the fullest extent that Napa would have been permitted under the NBA and Holdco, Napa Articles and Napa Bylaws in effect on the date hereof to indemnify such Person (and Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and provided, the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder indemnification); 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 applicable Lawthe NBA and Napa Articles and Napa Bylaws shall be made by independent counsel selected by Parent. From Further, Parent shall assume, perform and after observe the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as Napa under any agreements in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing to indemnify those Persons who are or have at any time been directors and officers of Napa for indemnification between their acts and omissions occurring prior to the Company Effective Time in their capacity as officers or any of its Subsidiaries and any Indemnified Partydirectors.

Indemnification; Directors’ and Officers’ Insurance. (a) From All rights to indemnification and after the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents limitations of liability for monetary damages existing in effect as favor of the date of this Agreement, each present or former directors officers and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit employees of the Company or any of its Subsidiaries (as provided in the “Indemnified Parties”)Company's articles of incorporation or bylaws as in effect on the date hereof or pursuant to any agreements previously disclosed by the Company to Parent in writing with specific reference to this Section, against or the articles of incorporation, bylaws or similar constitutive documents of any costs or expenses of the Company's Subsidiaries as in effect as of the date hereof with respect to matters occurring prior to the Effective Time (including reasonable without limitation the transactions contemplated by this Agreement) shall survive the Merger and documented attorneys’ fees)shall continue in full force and effect (to the extent consistent with applicable law) after the Effective Time, judgmentswithout alteration or amendment. After the Effective Time, finesParent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless the present and former directors and officers of the Company and its Subsidiaries against all losses, claims, damages or liabilities incurred in connection with, arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Gulf Effective TimeTime (including without limitation the transactions contemplated by this Agreement) to the full extent then permitted under the PBCL and by the Company's articles of incorporation or bylaws as in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. Without limiting the foregoing, whether asserted or claimed prior tothe Surviving Corporation, at or after to the Gulf Effective Timeextent permitted by applicable law, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also will periodically advance expenses as incurred with respect to the foregoing and in accordance with any applicable indemnification agreement disclosed on the Company Disclosure Schedules or otherwise to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreementlaw; provided that any Person the person to whom the 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From Heartland agrees that all rights of the present and after former directors, officers and employees of any of the Gulf BVBC Entities to indemnification provided for in the Charter or Bylaws or any indemnification agreement of such BVBC Entity, as applicable, as in effect on the date hereof, or required under any applicable Law (including rights to advancement of expenses and exculpation), will survive the Merger and continue in full force and effect until the earlier of the date on which the applicable statute of limitations expires or the date on which the six-year anniversary of the Closing Date occurs (each such director ,officer and employee being sometimes hereinafter be referred to as an “Indemnified Party”). Without limiting the generality of the foregoing, Heartland agrees that, following the Effective Time, Holdco agrees that it the Surviving Corporation will indemnify and hold harmlessany Person made a party to any proceeding by reason of the fact that such Person was a director, officer or employee of any of the BVBC Entities at or prior to the Effective Time to the fullest extent that Holdco is permitted provided in, and will advance expenses in accordance with, the Charter and Bylaws or any indemnification agreement of such BVBC Entity, as applicable, in the form previously provided to under applicable Law Heartland and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect effective as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Company, in each case, when acting case subject to all the limitations set forth in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable Charter and documented 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 Bylaws. Notwithstanding anything to the Gulf Effective Timecontrary contained in this Section 6.7, whether asserted nothing contained in this Agreement will require Heartland to indemnify, defend or claimed prior hold harmless any Indemnified Party (i) to a greater extent than any BVBC Entity is required to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreement; , indemnify, defend and hold harmless such Indemnified Party or (ii) for any amount in excess of the coverage provided that any Person by the D&O Insurance. Any indemnification provided pursuant to whom expenses are advanced provides an undertaking this Section 6.7 will be provided only to repay such advances if it is ultimately determined by final adjudication the extent that such Person indemnification is not entitled to indemnification hereunder permitted by any applicable federal or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Partystate Laws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time until the sixth anniversary of the Effective Time, Holdco agrees that it will indemnify Parent shall indemnify, advance expenses to, and hold harmlessharmless the present and former officers and directors of the Company and its Subsidiaries, in each case to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Companyby law, in each case, when acting in such capacity respect of acts or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees Parent shall cause the articles of incorporation and by-laws of the Surviving Corporation to assume all obligations contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification and insurance set forth in the Company Charter and the Company By-laws in effect on the date hereof, which provisions shall not be amended in any manner prior to the sixth anniversary of the Effective Time that would adversely affect the rights thereunder of the Company's employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time, except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth in the Company Charter or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such counsel's fees and expenses so long as such officer or director does not challenge any such determination by such independent counsel. With respect to acts or omissions occurring on or prior to the Effective Time, Parent and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the beneficiaries thereof, to the extent available, the policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date hereof to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of this Agreement not greater than 200% of the annual premium for the Company's current insurance policies and, if such insurance coverage cannot be so purchased or maintained at such cost, providing for indemnification between the Company as much of such insurance as can be so purchased or any of its Subsidiaries and any Indemnified Partymaintained at such cost.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmless, All rights to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, each present and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any 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 Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time existing in favor of the current or former directors or officers of the Company and the Subsidiaries (collectively, the “Indemnified Parties”) as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries Company or any Subsidiary as in effect on the date of this Agreement (copies of which have been furnished or made available to Parent and Merger Sub prior to the date hereof) shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect without amendment, repeal or other modification for a period of six (6) years following the Closing Date, and Parent shall cause the Surviving Corporation to comply with and honor the foregoing obligations; provided that such obligations shall be subject to any Contract limitation imposed from time to time under applicable Law. From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and the Subsidiaries for acts or omissions occurring at or prior to the Effective Time than are presently set forth in existence as the certificate of incorporation and bylaws of the Company in effect on the date of this Agreement providing for indemnification between Agreement, and such provisions shall not be amended, repealed, or otherwise modified in any manner that would reasonably be expected to adversely affect the Company or any rights thereunder of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. The Company shall (a) From during the Employment Term and thereafter without limitation of time, indemnify and advance expenses to the Executive to the fullest extent permitted by the laws of the State of Delaware from time to time in effect and (b) during the Employment Term, acquire and maintain directors and offices liability insurance covering the Executive (and to the extent the Company desires, other directors and officers of the Company and its affiliated companies) to the extent it is available at commercially reasonable rates as determined by the Board; provided, however, that in no event shall the Executive be entitled to indemnification or advancement of expenses under this Paragraph 13 with respect to any proceeding, or matter therein, brought or made by the Executive against the Company other than one initiated by the Executive to enforce the Executive's advancement of expenses as provided in this Paragraph 13 shall not be deemed exclusive of any other rights to which the Executive may at any time be entitled under applicable law, the certificate of incorporation or bylaws of the Company, any agreement, a vote of stockholders, a resolution of the Board, or otherwise. The provisions of this Paragraph 13 shall continue in effect notwithstanding termination of the Executive's employment hereunder for any reason, including, without limitation, Executive's voluntary termination. In furtherance thereof, and not by way of limitation, the Company shall reimburse Executive for all reasonable legal fees and expenses incurred by Executive (i) in the preparation of this Agreement, and (ii) in connection with Executive's obtaining and enforcing any right or benefit provided by this Agreement. The reimbursement of such legal fees and expenses shall be made within 30 days after Executive's request for payment accompanied by evidence of the fees and expenses incurred. For a period of ten years after the Gulf Effective Timetermination, Holdco agrees that it will indemnify for any reason, of Executive's employment with the Company, the Company shall indemnify, hold harmless and hold harmlessdefend Executive, to the fullest extent that Holdco is permitted by applicable law, from and against any loss, cost or expense related to under applicable Law and that or arising out of any action or claim with respect to (i) the Company would have been permitted to do so under applicable Law and or its affiliated companies or (ii) any action taken or omitted by the Company’s Organizational Documents in effect as of the date of this AgreementExecutive (INCLUDING, each present and former (determined as of the Gulf Effective TimeBUT NOT LIMITED TO, MATTERS THAT CONSTITUTE NEGLIGENCE OF THE EXECUTIVE) director and officer of the Company, in each case, when acting in such capacity for or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit on behalf of the Company or any of its Subsidiaries (the “Indemnified Parties”)affiliated companies, against any 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 Proceedingwhether, in connection witheither case, arising out of such action or otherwise related to matters existing claim, or occurring at the facts and circumstances giving rise thereto, occurred or prior to the Gulf Effective Time, whether asserted or claimed prior to, at accrued before or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right such termination of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Partyemployment.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Holdco agrees that it will Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless, to the fullest extent that Holdco is permitted to under applicable Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, harmless each present and former (determined as of the Gulf Effective Time) director and officer of the Company, in Company and each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (collectively, the “Company Indemnified Parties”), against any costs and all Damages incurred or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liabilities or any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent or the Gulf Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company or Subsidiary would have been permitted to do so under applicable LawLaw and under the Company Certificate of Incorporation and Company Bylaws, or under any Contract and the CompanySubsidiary’s articles of incorporation or any of its Subsidiaries’ Organizational Documents bylaws as applicable, as in effect as of on the date of this Agreement, to indemnify such Company Indemnified Parties and (ii) advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.8(a) to the fullest extent permitted under applicable Law or, if greater, under the Company Certificate of Incorporation and Company Bylaws or the articles of incorporation or bylaws of any Subsidiary as applicable; provided provided, however, that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnification hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company Certificate of Incorporation and its Subsidiaries Company Bylaws, or the articles of incorporation or bylaws of any Subsidiary as applicable, and pursuant to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified PartySection 6.8(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From the Effective Time until the six (6) year anniversary of the Closing Date, the Surviving Corporation shall, and after Parent shall cause the Gulf Effective Time, Holdco agrees that it will indemnify and hold harmlessSurviving Corporation to, to the fullest extent that Holdco is permitted to under applicable Law the DGCL, indemnify and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, hold harmless each present and former (determined as of the Gulf 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 or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of and its Subsidiaries (collectively, the “"Indemnified Parties”), ") against any all costs or and expenses reasonably incurred by an Indemnified Party (including reasonable attorneys' and documented attorneys’ accountants' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and settlement amounts paid in connection withwith any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, by reason of the fact that such individual is or was serving at the request of the Company or its Subsidiaries and arising out of or otherwise related pertaining to any Proceeding, in connection with, arising out of action or otherwise related to matters existing or omission occurring at or prior to before the Gulf Effective Time, whether asserted or claimed prior to, at or after Time (including the Gulf Effective Time, including actions to enforce this provision or any other indemnification or advancement right Transactions) in accordance with the terms of any Indemnified Party, the Company's Certificate of Incorporation and Holdco, Parent or the Gulf Bylaws. The Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents 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 be entitled to indemnification hereunder assume the defense of any such claim, action, suit, investigation or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries proceeding with counsel reasonably satisfactory to the Indemnified Parties in respect Party. If the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of indemnificationinterest with the Surviving Corporation, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior the Indemnified Party may retain separate counsel reasonably satisfactory to the Gulf Effective Time as provided in the Company’s Organizational Documents Surviving Corporation, and the Organizational Documents Surviving Corporation shall pay the fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its Subsidiaries as in effect on the date of this Agreement consent (which consent shall not be unreasonably conditioned, withheld or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Partydelayed).