Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company its Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement and previously provided to Parent, shall continue in full force and effect in accordance with their terms (it being agreed thatterms. From and after the Effective Time, with respect to the advancement of expenses, after fullest extent permitted by Applicable Law (including to the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws fullest extent authorized or other organizational permitted by any amendments to or governing documents replacements of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of DGCL adopted after the date of this Agreement, Agreement that increase the to which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or a corporation may indemnify its officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, directors) the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture its Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit actual or proceedingthreatened Action, whether civil, criminal, administrative administrative, regulatory or investigative, investigative (i) including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary of its Subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of its Subsidiaries as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Company’s certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any officer, director or employee may have under the Company Constituent Documents or any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company occurs, Parent shall, and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time) and each former officer, a director or officer and employee of the Company or any of the Company its Subsidiaries or(collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable actual attorneys’ fees and disbursementsdisbursements (collectively, “Costs”) incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director an officer, director, employee or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries at or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law; providedLaw and required or permitted under the Company Constituent Documents (or, that such indemnification shall be subject to any limitation imposed from time to time under as relevant, those of the applicable LawSubsidiary of the Company) as at the date hereof. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving CorporationCorporation to the fullest extent that the Company would be permitted under applicable Law and the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any limitation imposed from time superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to time which any Acquired Company is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.11, the Person who is requesting such advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law, within 20 Business Days of receipt Law have been satisfied and a written undertaking by the Person to repay all amounts so paid or reimbursed by Parent and the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that the criteria for indemnification have not been satisfied, in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is threatened to be, made a party by a final non-appealable adjudication that reason of the former or present official capacity (as defined in Section 302A.521, subd. 1 of the MBCA) of such person is Person. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not entitled to indemnificationbe unreasonably withheld, conditioned or delayed).

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to date on which the Effective Time now existing in favor of the current or former directors or officers of the Company occurs, Parent shall, and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporationFinal Surviving Entity to, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and former officer or director or officer of the Company or any of the Company and its Subsidiaries or(collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, disbursements incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect to the fact that the Indemnified Party is or was an officer, director, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; providedLaw and the Company’s certificate of incorporation and bylaws each as at the date hereof (collectively, that such indemnification shall be subject to any limitation imposed from time to time under applicable Lawthe “Constituent Documents”). In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claimAction from Parent or the Final Surviving Entity, actionas applicable, suit or proceeding from to the Surviving Corporation, subject to any limitation imposed from time to time fullest extent permitted under applicable Law, within 20 Business Days of receipt by Law and the Surviving Corporation from the Company Indemnified Party of a request thereforapplicable Constituent Documents; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable law or the Constituent Documents, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification, (B) none of Parent or the Final Surviving Entity shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) Parent and the Final Surviving Entity shall cooperate in the defense of any such matter. Parent and the Final Surviving Entity shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed thatoccurs, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and former officer or director or officer of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director an officer, director, fiduciary or officer agent of the Company or any Company Subsidiary of its Subsidiaries at or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimeTime (including in connection with this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable LawLaw and the Company Charter and Company Bylaws as at the date hereof. In the event of any such claimAction, action, suit or proceeding, (i) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from to the fullest extent permitted under applicable Law and the Company Indemnified Party of a request thereforCharter and Company Bylaws; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim (including because the Surviving Corporation reimbursed all monetary damages to the Indemnified Party) or such Indemnified Party otherwise consents (such consent not to be unreasonably withheld, delayed or conditioned).

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses (i) indemnify, defend and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former hold harmless, all past and present directors and officers of the Company and the Company its Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement(individually, which provisions thereafter until the end of the Indemnity Period shall not be amendedan “Indemnified Party” and, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Periodcollectively, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”)) against any costs, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was at or prior to the Effective Time a director director, officer, employee or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries or is or was at or prior to the Effective Time serving at the request of of, or to represent the interest of, the Company or any Company Subsidiary of its Subsidiaries as a director director, officer, partner, member, trustee, fiduciary, employee or officer agent of another Person prior to the Effective Timeany other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association whether asserted or claimed prior to, at or after the Effective TimeTime (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to and provide advancement of expenses incurred to the Indemnified Parties in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, connection therewith (within 20 Business Days 10 days of receipt by Parent or the Surviving Corporation from the Company an Indemnified Party of a request therefor), in each case, to the fullest extent that the Company or the Subsidiary for which they were acting in such capacity would have been permitted to indemnify, defend, hold harmless or advance expenses under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted the Surviving Corporation to provide prior to such amendment); provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification, (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of seven years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s Organizational Documents as of the date hereof and (iii) not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by an Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing (not to be unreasonably withheld, conditioned or delayed), and cooperates in the defense of such proceeding or threatened Action. Effective as of and from the Effective Time, the Surviving Corporation expressly assumes, and agrees to perform, the Company’s obligations under those certain Indemnification Agreements by and between the Company and those individuals listed in Section 5.06 of the Disclosure Schedule (collectively, the “Indemnification Agreements”) to the fullest extent permitted by Law, but in no event to any lesser extent than the Company would be required to perform them if the transactions contemplated hereby had not taken place.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates memorandum of incorporation association or bylaws bye-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform its obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of the Company Subsidiaries oror who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgmentsJudgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 10 Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the Bermuda Companies Act, the Surviving Company’s memorandum of association or bye-laws (or comparable organizational documents) or any applicable indemnification agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, Parent shall, and shall cause the Surviving Corporation agrees that it will Company to, indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture its subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary of its subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of its subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; provided, that as such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Bye-Laws or the governing or organizational documents of any subsidiary of the Company and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject Company or Parent to any limitation imposed from time the same extent as such Indemnified Parties are entitled to time under applicable Law, within 20 Business Days advancement of receipt expenses as of the date of this Agreement by the Surviving Corporation from Company pursuant to the Company Indemnified Party Bye-Laws, the governing or organizational documents of a request thereforany subsidiary of the Company and any indemnification agreements in existence as of the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by Applicable Law, the Company Bye-laws, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) Parent shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that Parent or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent and/or the Surviving Company, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Company, as applicable, assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time Closing now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their the respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) of the Company Subsidiaries and any indemnification or other similar agreements of any of the Company Subsidiaries, in each case as in effect on the Closing Date, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable)terms. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodClosing, the Surviving Corporation Parent agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective TimeClosing, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Closing, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time Closing (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective TimeClosing, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Parent within 20 ten (10) Business Days of receipt by the Surviving Corporation Parent from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the organizational documents of Parent, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification. Without limiting the foregoing, in the event that any claim is brought against any Company Indemnified Party, (x) Parent shall have the right to assume or direct any of its Subsidiaries to assume the defense thereof with legal counsel of Parent’s choosing, and if Parent shall assume or direct any of its Subsidiaries to assume the defense, then Parent or such Subsidiary, as applicable, shall not be liable to such Company Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that such Company Indemnified Party may employ counsel of its own choosing, and Parent or such Subsidiary, as applicable, shall advance to such Company Indemnified Party reasonable legal expenses of such counsel, if (i) Parent does not timely assume the defense thereof or (ii) under applicable standards of professional conduct there is an actual or potential conflict of interest between the legal defenses for Parent (or the Subsidiary) and those for the Company Indemnified Party in the conduct of the defense of an action; (y) the Company Indemnified Party shall cooperate with Parent or such Subsidiary, as applicable, in the defense of any such matter; and (z) Parent or such Subsidiary, as applicable, shall not be liable for any settlement of any claim effected without its written consent (such consent not to be unreasonably withheld).

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees Without limiting any additional rights that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts any director or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of employee may have under the Company and the Constituent Documents, any agreement or Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoingPlan, from and after the Effective Time until through the end sixth (6th) anniversary of the Indemnity Perioddate on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation agrees that it will to, indemnify and hold harmless each individual who was prior to or is as of the date of this Agreementharmless, or who becomes prior to the Effective Timefullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, a subject to the immediately following sentence), each present and each former officer or director or officer of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company Subsidiaries oror a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, any costs and expenses, or expenses (including reasonable attorneys’ fees and disbursementsfees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining related to the fact that the Company such Indemnified Party is Party’s service as a director, officer or was a director or officer employee of the Company or any Company Subsidiary its Subsidiaries or is or was serving services performed by such persons at the request of the Company or any Company Subsidiary as a director its Subsidiaries at or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the fullest extent permitted under applicable Law; provided, that such indemnification shall be contrary herein (but subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred superior rights contained in the defense Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking advance shall agree to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification in respect of the matter for which such advance was made.

Indemnification, Exculpation and Insurance. (a) For six From and after the Effective Time, Parent shall cause the Surviving Corporation to (6i) years after indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the “Indemnity Period”transactions contemplated by this Agreement), Parent agrees that to the fullest extent permitted under applicable Law and (ii) assume the obligations with respect to all rights to indemnification, reimbursement, advancement of legal fees and expenses indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current Indemnitees as provided in the Company Certificate, the Company Bylaws or former directors or officers similar organizational document of any Subsidiary of the Company or any indemnification Contract between such Indemnitees and the Company Subsidiaries or any such Subsidiary (in each case, as provided in their respective certificates effect on the date hereof), without further action, as of incorporation or bylaws (or comparable organizational documents) the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms (it being agreed thatterms. Without limiting the foregoing, with respect to the advancement of expensesParent, from and after the Closing such rights shall be mandatory rather than permissiveEffective Time, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents incorporation and by-laws of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former Indemnitees with respect to limitation of liabilities of directors and officers of the Company and the Company Subsidiaries indemnification than those are set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this AgreementAgreement in the Company Certificate and the Company Bylaws or the applicable organizational documents of the Company’s Subsidiaries, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any a manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnitees. Without limiting the foregoingIn addition, from and after the Effective Time until the end of the Indemnity PeriodTime, Parent shall, and shall cause the Surviving Corporation agrees that it will indemnify to, pay any expenses (including fees and hold harmless each individual who was prior to or is as expenses of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, legal counsel) of any Joint Venture Indemnitee under this Section 5.05 (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (ienforcing the indemnity and other obligations referred to in this Section 5.05) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, incurred to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined to the extent required by a final non-appealable adjudication that such person is not entitled to indemnificationapplicable Law.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Xxxxxx Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Periodoccurs, the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of the Company Xxxxxx and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursementsdisbursements (collectively, “Costs”), incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect to the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of Xxxxxx or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Action from the Surviving Corporation, subject Corporation to any limitation imposed from time to time the fullest extent permitted under applicable Law, Law within 20 ten (10) Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company its Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed thatexcept in the case of fraud, with respect willful breach or an interested party transaction. From and after the Effective Time, to the advancement of expenses, after fullest extent permitted by Law (including to the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws fullest extent authorized or other organizational permitted by any amendments to or governing documents replacements of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of DGCL adopted after the date of this Agreement, Agreement that increase the extent to which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or a corporation may indemnify its officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, directors) the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who thereafter commences prior to the Company Subsidiaries orEffective Time, serving at the request of the Company, Company or any of any Joint Venture its Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit actual or proceedingthreatened Action, whether civil, criminal, administrative administrative, regulatory or investigative, investigative (i) including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary of its Subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of its Subsidiaries as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten (10) Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company its Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed thatterms. From and after the Effective Time, with respect to the advancement of expenses, after fullest extent permitted by Applicable Law (including to the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws fullest extent authorized or other organizational permitted by any amendments to or governing documents replacements of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of DGCL adopted after the date of this Agreement, Agreement that increase the to which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or a corporation may indemnify its officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, directors) the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture its Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit actual or proceedingthreatened Action, whether civil, criminal, administrative administrative, regulatory or investigative, investigative (i) including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary of its Subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of its Subsidiaries as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten (10) Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Company’s certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will TopCo shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company RockTenn or MWV or any of their subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyRockTenn or MWV, as applicable, or any of any Joint Venture their respective subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director of RockTenn or officer of the Company MWV, as applicable, or any Company Subsidiary of their respective subsidiaries or is or was serving at the request of the Company RockTenn or MWV, as applicable, or any Company Subsidiary of their respective subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by RockTenn pursuant to the RockTenn Articles of Incorporation, that such the By-laws of RockTenn or the governing or organizational documents of any subsidiary of RockTenn, or by MWV pursuant to the MWV Certificate of Incorporation, the By-laws of MWV or the governing organizational documents of any subsidiary of MWV, as applicable, or and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from TopCo to the Surviving Corporationsame extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by RockTenn pursuant to the RockTenn Articles of Incorporation, subject the By-laws of RockTenn or the governing or organizational documents of any subsidiary of RockTenn, or by MWV pursuant to the MWV Certificate of Incorporation, the By-laws of MWV or the governing or organizational documents of any limitation imposed from time to time under applicable Lawsubsidiary of MWV, within 20 Business Days as applicable, and any indemnification agreements in existence as of receipt by the Surviving Corporation from the Company Indemnified Party date of a request thereforthis Agreement; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the GBCC , the DGCL, the RockTenn Articles of Incorporation or the By-laws of RockTenn, or the MWV Certificate of Incorporation or the By-laws of MWV, as applicable, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) TopCo shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that TopCo, MWV Surviving Company or RockTenn Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, TopCo, MWV Surviving Company and/or RockTenn Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of TopCo, MWV Surviving Company and/or RockTenn Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable)terms. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company of any Joint Venture of the Company Subsidiaries as a director or officer of another Person (the “the Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each the Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Company’s certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification and (y) the Surviving Company shall cooperate in the defense of any such matter. Without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the certificate of incorporation and by-laws of the Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the indemnitees no less favorable to the indemnitees than as set forth in the Company Charter or the Company By-laws in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the indemnitees except as required by applicable Law.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable)terms. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end Time, each of the Indemnity Period, Parent and the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten (10) Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the Cayman Companies Law or the Articles of Association or the Memorandum of Association of the Surviving Company, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company and such Company Indemnified Party shall cooperate with each other in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current occurs, Omron and Parent shall, or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursementsdisbursements (collectively, “Costs”), incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect to the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent and in the manner permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Lawby the DGCL and the Company Charter and Company Bylaws as at the date hereof. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from to the fullest extent and in the manner permitted by the DGCL and the Company Indemnified Party of a request thereforCharter and Company Bylaws as at the date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any director or employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company occurs, Parent shall, and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and each former officer or director or officer of the Company or any of the Company its Subsidiaries or(collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, any costs and expenses, or expenses (including reasonable attorneys’ fees and disbursementsfees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining related to the fact that the Company such Indemnified Party is Parties’ service as a director, officer or was a director or officer employee of the Company or any Company Subsidiary its Subsidiaries or is or was serving services performed by such Persons at the request of the Company or any Company Subsidiary as a director its Subsidiaries at or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the transactions contemplated by this Agreement, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Lawprovided as of the date hereof in the Company Constituent Documents or contractual arrangements of the Company or its Subsidiaries existing as of the date hereof. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving CorporationCorporation to the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as of the date of this Agreement and any existing contractual arrangements of the Company or its Subsidiaries. Notwithstanding anything to the contrary herein (but subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from superior rights contained in the Company Indemnified Party Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a request therefor; provided that party), prior to making any person to whom expenses are advanced provides an undertaking payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates Organizational Documents and any indemnification or other similar Contracts of incorporation the Company or bylaws (or comparable organizational documents) any Company Subsidiary, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform their respective obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any Company Subsidiary or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any Company Subsidiary as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingClaim, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceedingClaim covered under this Section 6.09, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claimClaim from Parent; provided that (i) any Person seeking advancement of expenses shall first provide an undertaking, action, suit if and only to the extent required by applicable Law or proceeding from the Surviving Corporation’s Organizational Documents, subject to any limitation imposed from time to time under applicable Lawthe Parent, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) the Surviving Corporation shall cooperate in good faith in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six From and after the Effective Time, Parent shall cause the Surviving Corporation and any successor thereof to, (6i) years after agree subject to applicable Law, to indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director, officer or manager of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any Proceeding (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director, officer or manager of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, manager, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, manager, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Proceeding relating in whole or in part to the “Indemnity Period”transactions contemplated by this Agreement), Parent agrees that to the fullest extent permitted under applicable Law, and (ii) assume all rights obligations of the Company and such Subsidiaries to indemnification, reimbursement, advancement the Indemnitees in respect of legal fees and expenses indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates (x) the Company’s certificate of incorporation or bylaws and by-laws and the organizational documents of such Subsidiaries as currently in effect as of the date of this Agreement and (or comparable organizational documentsy) the indemnification agreements listed on Schedule 7.7 as in effect as of the date of this Agreement, which agreements shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect in accordance with their terms (it being agreed thatrespective terms. Without limiting the foregoing, with respect to the advancement of expensesParent, from and after the Closing such rights shall be mandatory rather than permissiveEffective Time, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents incorporation and by-laws of the Surviving Corporation and the organizational documents of its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors Indemnitees with respect to limitation of liabilities of directors, officers and officers of the Company managers and the Company Subsidiaries indemnification than those are set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this AgreementAgreement in the Company’s certificate of incorporation and by-laws and its Subsidiaries’ organizational documents, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any a manner that would adversely affect the such rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnitees. Without limiting the foregoingIn addition, from and after the Effective Time until the end of the Indemnity PeriodTime, Parent shall cause the Surviving Corporation agrees that it will indemnify to agree, subject to applicable Law, to advance any expenses (including fees and hold harmless each individual who was prior to or is as expenses of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, legal counsel) of any Joint Venture Indemnitee under this Section 7.7 (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (ienforcing the indemnity and other obligations referred to in this Section 7.7) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, incurred to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or IMS Health Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Periodoccurs, the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of the Company IMS Health and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect to the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of IMS Health or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Action from the Surviving Corporation, subject Corporation to any limitation imposed from time to time the fullest extent permitted under applicable Law, Law within 20 ten (10) Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable)terms. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end Time, each of the Indemnity Period, Parent and the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten (10) Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the Cayman Companies Law or the Articles of Association or the Memorandum of Association of the Surviving Company, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification. Without limiting the foregoing, in the event that any claim is brought against any Company Indemnified Party, (x) Parent shall have the right to assume or direct any of its Subsidiaries to assume the defense thereof with legal counsel of Parent’s choosing, and if Parent shall assume or direct any of its Subsidiaries to assume the defense, then Parent or such Subsidiary, as applicable, shall not be liable to such Company Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Company Indemnified Party in connection with the defense thereof; provided, however, that such Company Indemnified Party may employ counsel of its own choosing, and Parent or such Subsidiary, as applicable, shall advance to such Company Indemnified Party reasonable legal expenses of such counsel, if (i) Parent does not timely assume the defense thereof or (ii) under applicable standards of professional conduct, there is an actual or potential conflict of interest between the legal defenses for Parent (or the Subsidiary) and those for the Company Indemnified Party in the conduct of the defense of an action; (y) the Company Indemnified Party shall cooperate with Parent or such Subsidiary, as applicable, in the defense of any such matter; and (z) Parent or such Subsidiary, as applicable, shall not be liable for any settlement of any claim effected without its written consent (such consent not to be unreasonably withheld).

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any officer, director or employee may have under the Company Constituent Documents or any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company occurs, Parent shall, and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and each former officer and director or officer of the Company or any of the Company its Subsidiaries or(collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable actual attorneys’ fees and disbursementsdisbursements (collectively, “Costs”) incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer, director or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries at or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law; providedLaw and required under the Company Constituent Documents (or, that such indemnification shall be subject to any limitation imposed from time to time under as relevant, those of the applicable LawSubsidiary of the Company) as at the date hereof. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving CorporationCorporation to the fullest extent that the 49 Company would be permitted under applicable Law and the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof, and in accordance with the terms of the indemnification agreements between the Company and each of the directors and officers of the Company. Notwithstanding anything to the contrary herein (but subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from superior rights contained in the Company Indemnified Party Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a request therefor; provided that party), prior to making any person to whom expenses are advanced provides an undertaking payment or advance in respect of the indemnification obligations set forth in this Section 6.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification. Subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party, no Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnification, Exculpation and Insurance. (a) For six (6) years after From the Effective Time (Closing Date through the “Indemnity Period”)sixth anniversary of the Closing Date, Parent agrees that all rights shall cause the Surviving Company to indemnificationindemnify and hold harmless each present (as of the Company Merger Effective Time) and former officer or director, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior including but not limited to the Effective Time now existing in favor members of the current or former directors or officers Conflicts Committee, of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to (i) the fact that the Company Indemnified Party is or was a director an officer, director, employee, fiduciary or officer agent of the Company or any of the Company Subsidiary Subsidiaries or is (ii) acts or was serving omissions taken by an Indemnified Party in their capacity as such or taken at the request of the Company or any of the Company Subsidiary as a director or officer of another Person prior to the Effective TimeSubsidiaries, whether asserted or claimed prior to, at or after the Company Merger Effective Time, to the fullest extent the Company would have been permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable LawLaw and the Company Charter and Company Bylaws as in effect at the date hereof. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement from the Surviving Company, within 10 Business Days of receipt by Parent or the Surviving Company from the Indemnified Party of a request therefor, of expenses incurred in the defense of any such claim, action, suit or proceeding from Action to the Surviving Corporation, subject to any limitation imposed from time to time fullest extent permitted under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from Law and the Company Indemnified Party of a request thereforCharter and Company Bylaws as in effect at the date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights existing as of the Agreement Date to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities Liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current and/or former directors, officers or former directors or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates memorandum of incorporation association or bylaws bye-laws (or comparable organizational documents) shall and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries in effect as of the Agreement Date will continue in full force and effect in accordance with their terms (it being agreed thatterms, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). and Parent shall will cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform their respective obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it Company will indemnify and hold harmless each individual who was prior to or is as of the date of this AgreementAgreement Date, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of the Company Subsidiaries oror who was prior to or is as of the Agreement Date, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, lossesLiabilities, liabilities, damages, judgments, inquiriesJudgments, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, Action (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) Transactions)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 10 Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the Bermuda Companies Act, the Surviving Company’s memorandum of association or bye-laws (or comparable organizational documents) or any applicable indemnification agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification and (y) the Surviving Company will cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current occurs, Parent shall, or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and former officer or director or officer of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursementsdisbursements (collectively, “Costs”), incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect to the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable LawLaw and the Company Charter and Company Bylaws as at the date hereof. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving Corporation, subject Corporation to any limitation imposed from time to time the fullest extent permitted under applicable Law, Law and the Company Charter and Company Bylaws as at the date hereof within 20 10 Business Days of receipt by Parent or the Surviving Corporation from the Company Indemnified Party of a request therefor; provided provided, that any person Person to whom expenses are advanced provides an undertaking unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates Organization Documents and any indemnification or other similar Contracts of incorporation the Company or bylaws (or comparable organizational documents) any Company Subsidiary, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform their respective obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any Company Subsidiary or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any Company Subsidiary as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingClaim, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceedingClaim covered under this Section 6.09, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claimClaim from Parent; provided, action, suit that (i) any Person seeking advancement of expenses shall first provide an undertaking (if and only to the extent required by applicable Law or proceeding from the Surviving Corporation, subject ’s Organizational Documents) to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking Parent to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) the Surviving Corporation shall cooperate in good faith in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable)terms. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company of any Joint Venture of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each the Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Company’s certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any director or employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company occurs, Parent shall, and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time) and each former employee, a agent, officer or director or officer of the Company or any of the Company its Subsidiaries or(collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, penalties, settlements, inquiries, fines and fees, costs and expenses, including reasonable actual attorneys’ fees and disbursementsdisbursements and ERISA excise taxes (collectively, “Costs”) actually or reasonably incurred or suffered in connection with any claim, action, suit actual or proceedingthreatened Action, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a an employee, agent, officer, director or officer fiduciary of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timeits Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted provided under the Company Constituent Documents (or, as relevant, those of the applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable LawSubsidiary of the Company) as at the date hereof. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving CorporationCorporation to the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from superior rights contained in the Company Indemnified Party Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a request therefor; provided that party including the contract rights set forth in the Company’s Constituent Documents), prior to making any person to whom expenses are advanced provides an undertaking payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will Xxxxxxxxx shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company Janus or any of its subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Janus or any of any Joint Venture its subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) Transactions)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company Janus or any Company Subsidiary of its subsidiaries or is or was serving at the request of the Company Janus or any Company Subsidiary of its subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by Janus pursuant to the Janus Certificate of Incorporation, that such the Bylaws of Janus or the governing or organizational documents of any subsidiary of Janus and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving CorporationCorporation or Xxxxxxxxx to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by Janus pursuant to the Janus Certificate of Incorporation, subject to the Bylaws of Janus or the governing or organizational documents of any limitation imposed from time to time under applicable Law, within 20 Business Days subsidiary of receipt by the Surviving Corporation from the Company Indemnified Party of a request thereforJanus; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Janus Certificate of Incorporation or the Bylaws of Janus, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) Xxxxxxxxx shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that Xxxxxxxxx or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Xxxxxxxxx and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Xxxxxxxxx and/or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.7.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights existing as of the Agreement Date to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities Liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current and/or former directors, officers or former directors or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates Organizational Documents and any indemnification or other similar agreements of incorporation the Company or bylaws (or comparable organizational documents) shall any of the Company Subsidiaries in effect as of the Agreement Date will continue in full force and effect in accordance with their terms (it being agreed thatterms, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). and Parent shall will cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform their respective obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, Parent shall, and shall cause the Surviving Corporation agrees that it will Company to, indemnify and hold harmless each individual who was prior to or is as of the date of this AgreementAgreement Date, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of the Company Subsidiaries oror who was prior to or is as of the Agreement Date, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified PartiesPersons”), against all claims, lossesLiabilities, liabilities, damages, judgments, inquiriesJudgments, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, Action (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) Transactions)), arising out of or pertaining to the fact that the Company Indemnified Party Person is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (i) each Company Indemnified Party Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten (10) Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party Person of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the Bermuda Companies Act, the Surviving Company’s Organizational Documents or any applicable indemnification agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification and (ii) the Surviving Company will cooperate in the defense of any such matter. Notwithstanding anything to the contrary contained in this Agreement, Parent shall not (and Parent shall cause the Surviving Company not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any Action, unless such settlement, compromise, consent or termination includes an unconditional release of all of the Company Indemnified Persons (who could have sought indemnification, advancement of expenses or exculpation from Liabilities in connection with such Action) from all liability arising out of such Action.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time (Time, the “Indemnity Period”)Parent shall, Parent agrees that all rights and shall cause the Surviving Company to, to indemnificationthe fullest extent permitted by applicable Legal Requirements, reimbursementindemnify, defend and hold harmless, and provide advancement of legal fees and expenses and exculpation from liabilities for acts to, each Person who is now or omissions occurring at or any time prior to the Effective Time now existing in favor of the current was, an officer or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (each an "Indemnitee" and, collectively, the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company "Indemnified Parties”), ") against all claims, losses, liabilitiesclaims, damages, judgmentscosts, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred liabilities or judgments or amounts that are paid in settlement of or in connection with any investigation (formal or informal), claim, actionproceeding or action that is based in whole or in part on, suit or proceedingarises in whole or in part out of, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party such Person is or was a director or officer of the Company or any Company Subsidiary of its Subsidiaries, and pertaining to any matter existing or is or was serving at the request of the Company occurring, or any Company Subsidiary as a director acts or officer of another Person omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after after, the Effective TimeTime (including matters, acts or omissions occurring in connection with (i) the approval of or entering into this Agreement or the consummation of the Transactions or (ii) the Options Matters) to the fullest same extent permitted under applicable Law; providedsuch Persons are entitled to be indemnified, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In defended, held harmless or have the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled right to advancement of expenses incurred as of the date of this Agreement by the Company or any of its Subsidiaries pursuant to applicable Legal Requirements, the Company Charter Documents and indemnification agreements of the Company and its Subsidiaries, if any, in existence on the date hereof with any directors or officers of the Company and its Subsidiaries disclosed on Section 5.14 of the Company Disclosure Letter. The Articles of Association of the Surviving Company will contain provisions with respect to indemnification and exemption that are at least as favorable to the Indemnified Parties as those contained in the defense Company Articles of any such claimAssociation as in effect on the date hereof, actionwhich provisions will not be amended, suit repealed or proceeding otherwise modified for a period of seven years from the Surviving CorporationEffective Time in any manner that would adversely affect the rights thereunder of the Indemnified Persons, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt unless such modification is required by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationLegal Requirement.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates Charter Documents and any indemnification or other similar agreements of incorporation the Company or bylaws (or comparable organizational documents) any of the Company Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform their respective obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of the Company Subsidiaries oror who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgmentsJudgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 10 Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the Bermuda Companies Act, the Surviving Company’s memorandum of association or bye-laws (or comparable organizational documents) or any applicable indemnification agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification or any allegation of fraud or dishonesty is proved and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (6i) years after indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the “Indemnity Period”transactions contemplated by this Agreement), Parent agrees that to the fullest extent permitted under applicable Law, and (ii) assume all rights obligations of the Company and such Subsidiaries to indemnification, reimbursement, advancement the Indemnitees in respect of legal fees and expenses indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing as provided in favor (x) the Company’s certificate of incorporation and by-laws and the current or former directors or officers organizational documents of such Subsidiaries as currently in effect and (y) the indemnification agreements listed on Section 7.7 of the Company Disclosure Schedule, which agreements shall survive the consummation of the transactions contemplated by this Agreement and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed thatrespective terms. Without limiting the foregoing, with respect to the advancement of expensesParent, from and after the Closing such rights shall be mandatory rather than permissiveEffective Time, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents incorporation and by-laws of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former Indemnitees with respect to limitation of liabilities of directors and officers of the Company and the Company Subsidiaries indemnification than those are set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this AgreementAgreement in the Company’s certificate of incorporation and by-laws, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any a manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnitees. Without limiting the foregoingIn addition, from and after the Effective Time until Time, Parent shall, and shall cause the end of the Indemnity Period, Company and the Surviving Corporation agrees that it will indemnify to, pay any expenses (including fees and hold harmless each individual who was prior to or is as expenses of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, legal counsel) of any Joint Venture Indemnitee under this Section 7.7 (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (ienforcing the indemnity and other obligations referred to in this Section 7.7) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, incurred to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined to the extent required by a final non-appealable adjudication that such person is not entitled to indemnificationapplicable Law.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will shall, and T-Mobile shall cause the Surviving Corporation to, indemnify and hold harmless each individual who was prior to is or is as of the date of this Agreementwas, or who becomes prior to the Effective Time, a director or officer of the Company Sprint or any of its subsidiaries or T-Mobile or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanySprint or any of its subsidiaries as a director, officer or employee of any Joint Venture another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company Sprint or any Company Subsidiary of its subsidiaries or T-Mobile or is or was serving at the request of the Company Sprint or any Company Subsidiary of its subsidiaries as a director director, officer or officer employee of another Person person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by Sprint or T-Mobile (as applicable) pursuant to the Sprint Certificate of Incorporation, that such the Bylaws of Sprint, the governing organizational documents of any subsidiary of Sprint, the T-Mobile Certificate of Incorporation, the Bylaws of T-Mobile and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In Without limiting the indemnification obligations set forth in the immediately preceding sentence, in the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of costs and expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject Corporation to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company same extent as such Indemnified Party is entitled to advancement of a request thereforexpenses as of the date of this Agreement by Sprint or T-Mobile (as applicable) pursuant to the Sprint Certificate of Incorporation, the Bylaws of Sprint, the governing or organizational documents of any subsidiary of Sprint, the T-Mobile Certificate of Incorporation, the Bylaws of T-Mobile and any indemnification agreements in existence as of the date of this Agreement; provided provided, that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Sprint Certificate of Incorporation, the Bylaws of Sprint, the governing organizational documents of any subsidiary of Sprint, the T-Mobile Certificate of Incorporation, the Bylaws of T-Mobile and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification, and (ii) T-Mobile and Sprint (as applicable) shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that T-Mobile or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, T-Mobile and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of T-Mobile and/or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.6.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time (the “Indemnity Period”)Time, Parent agrees and Merger Sub agree that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or of each former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a present director or officer of the Company or any Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company Subsidiaries oror any Company Subsidiary (each, at the request of the Companytogether with such person’s heirs, of any Joint Venture (the executors or administrators, a “Company Indemnified PartiesParty”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent shall, and shall cause the Surviving Company to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s articles of incorporation and by-laws or other organization documents in effect immediately prior to the fullest extent permitted under applicable LawEffective Time or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s articles of incorporation and by-laws set forth in Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party; provided, however, that such all rights to indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For a period of six (6) years after from the Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates governing or organizational documents and any indemnification or other similar agreements of incorporation the Company or bylaws (or comparable organizational documents) any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed thatterms, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers each of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesperform its obligations thereunder. Without limiting the foregoing, from and after during the period commencing at the Effective Time until and ending on the end sixth (6th) anniversary of the Indemnity PeriodEffective Time, the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursementsdisbursements (“Losses”), incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (Time, including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to Corporation in accordance with the organizational documents and any limitation imposed from time to time under applicable Law, within 20 Business Days indemnification or other similar agreements of receipt by the Surviving Corporation from as in effect on the Company Indemnified Party date of a request thereforthis Agreement; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Corporation shall reasonably cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any director or employee may have under any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs (the “Indemnity Indemnification Period”), Parent agrees that all rights to indemnificationshall, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and each former officer or director or officer of the Company or any of the Company its Subsidiaries or(collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, amounts paid in settlement, costs and expenses, including reasonable actual attorneys’ fees and disbursementsdisbursements (collectively, “Costs”) incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing directly or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) indirectly arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer, director or officer fiduciary of the an Acquired Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timetransactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted provided under the Company Constituent Documents (or, as relevant, those of the applicable Law; provided, that such indemnification shall be subject to Subsidiary of the Company) as of the date of this Agreement and any limitation imposed from time to time under applicable LawContracts existing between any Indemnified Party and an Acquired Company as of the date of this Agreement. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving CorporationCorporation to the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as of the date of this Agreement and any Contracts existing between any Indemnified Party and an Acquired Company as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from superior rights contained in the Company Indemnified Party Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a request therefor; provided that party), prior to making any person to whom expenses are advanced provides an undertaking payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers, agents or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates articles of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed thatrespective terms, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform their respective obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end Time, each of the Indemnity Period, Parent and the Surviving Corporation Company agrees that it will will, to the maximum extent set forth in the Company Charter and Company By-laws and under applicable Law, indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, officer or employee of any Joint Venture another Person (collectively, the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claimAction, action, suit arising out of or proceeding, whether civil, criminal, administrative or investigative, pertaining to (i) with respect to matters existing or occurring at or prior to the Effective Time (including the decision of the Company Board to enter into this Agreement, the terms of this Agreement and the pendency and consummation of the transactions and actions contemplated by this Agreementhereby) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit suit, proceeding or proceeding investigation from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Corporation within 20 ten (10) Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided provided, however, that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the FBCA or the Company Charter or Company By-laws (in each case as in effect immediately prior to the Effective Time), to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationbe indemnified by the Surviving Corporation as authorized by the FBCA, (B) without limiting the foregoing, each Company Indemnified Party may retain the Company’s regularly engaged independent legal counsel (provided that such engagement would not create a conflict of interest under applicable rules of ethics) or other counsel satisfactory to them, and Parent and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Company Indemnified Party as promptly as statements therefor are received, (C) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Company Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Company Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Company Indemnified Party otherwise consents, and (D) Parent and the Surviving Corporation shall use their reasonable best efforts to assist in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For a period of six (6) years after from the Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now (whether asserted or claimed prior to, at or after the Effective Time) existing as of the date of this Agreement in favor of the current or any former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates governing or organizational documents and any indemnification or other similar agreements between such Persons and set forth in Section 7.05(a) of incorporation the Company Disclosure Letter, in each case in the forms made available by the Company to Parent or bylaws (or comparable organizational documents) Parent’s Representatives prior to the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed thatterms, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers each of the Company and the Company Subsidiaries than those set forth in shall perform its obligations thereunder to the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesfullest extent available under Delaware law. Without limiting the foregoing, from and after during the period commencing at the Effective Time until and ending on the end sixth (6th) anniversary of the Indemnity PeriodEffective Time, the Surviving Corporation agrees that it will shall, to the fullest extent available under Delaware law, indemnify and hold harmless each individual who was prior to or the date of this Agreement, is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), in such capacity, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursementsdisbursements (“Losses”), incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (Time, including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary at or prior to the Effective Time or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) to the fullest extent available under Delaware law, each Company Indemnified Party will be entitled to advancement of reasonable and documented out-of-pocket expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject Corporation in connection with matters for which such Indemnified Persons are eligible to any limitation imposed from time be indemnified pursuant to time under applicable Law, this Section 7.05(a) within 20 Business Days of 15 days after receipt by the Surviving Corporation from the Company Indemnified Party Parent of a written request thereforfor such advance; provided provided, that any person to whom expenses are advanced provides an undertaking in favor of the Surviving Corporation to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification pursuant to this Section 7.05(a) and (y) the Surviving Corporation shall reasonably cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time Time, the Surviving Corporation and its Subsidiaries shall (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationand its Subsidiaries to) (i) indemnify, advancement of expenses defend and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former hold harmless, all past and present directors and officers of the Company and the Company its Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period(collectively, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”)) against any costs, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) Action arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer, employee or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries or is or was serving at the request of of, or to represent the interest of, the Company or any Company Subsidiary of its Subsidiaries as a director director, officer, partner, member, trustee, fiduciary, employee or officer agent of another Person prior to the Effective Timeany other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association, whether asserted or claimed prior to, at or after the Effective TimeTime (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within ten (10) days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor, together with an undertaking by such Indemnified Party to repay all amounts so advanced in the event it is ultimately and finally determined by a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified hereunder or under applicable Law), to the fullest extent permitted under by applicable Law; providedLaw as it presently exists or may hereafter be amended (but, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In in the event case of any such claimamendment, actionsubject to applicable Law, suit only to the extent such amendment permits Parent or proceeding, each Company Indemnified Party will be entitled the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses incurred than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment), and (ii) without limitation to clause (i) above, to the fullest extent permitted by applicable Law, include and cause to be maintained in the defense of any such claim, action, suit or proceeding from effect in the Surviving Corporation’s (or any successor’s) Certificate of Incorporation and By-Laws for a period of six (6) years after the Effective Time, subject provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to any limitation imposed from time to time under applicable Lawdirectors and officers of the Company, within 20 Business Days no less favorable than those contained in the Company’s Certificate of receipt by Incorporation and the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final nonCompany’s By-appealable adjudication that such person is not entitled to indemnificationLaws, as applicable.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will HoldCo shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company Diamond or Orion or any of their subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyDiamond or Orion, as applicable, or any of any Joint Venture their respective subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director of Diamond or officer of the Company Orion, as applicable, or any Company Subsidiary of their respective subsidiaries or is or was serving at the request of the Company Diamond or Orion, as applicable, or any Company Subsidiary of their respective subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by Diamond pursuant to the Diamond Certificate of Incorporation, that such the By-laws of Diamond or the governing or organizational documents of any subsidiary of Diamond, or by Orion pursuant to the Orion Certificate of Incorporation, the By-laws of Orion or the governing organizational documents of any subsidiary of Orion, as applicable, or and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from HoldCo to the Surviving Corporationsame extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by Diamond pursuant to the Diamond Certificate of Incorporation, subject the By-laws of Diamond or the governing or organizational documents of any subsidiary of Diamond, or by Orion pursuant to the Orion Certificate of Incorporation, the By-laws of Orion or the governing or organizational documents of any limitation imposed from time to time under applicable Lawsubsidiary of Orion, within 20 Business Days as applicable, and any indemnification agreements in existence as of receipt by the Surviving Corporation from the Company Indemnified Party date of a request thereforthis Agreement; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Diamond Certificate of Incorporation or the By-laws of Diamond, or the Orion Certificate of Incorporation or the By-laws of Orion, as applicable, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) HoldCo shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that HoldCo, Orion Surviving Corporation or Diamond Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, HoldCo, Orion Surviving Corporation and/or Diamond Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of HoldCo, Orion Surviving Corporation and/or Diamond Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time Time, Potlatch shall, and shall cause the Surviving Company to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors) (and shall promptly advance expenses actually and reasonably incurred to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date of this Agreement that increase the extent to which a corporation may advance expenses to its officers and directors)) each former and present director or officer of Deltic or any Deltic Subsidiary, as the case may be (the “Indemnity PeriodDeltic Indemnified Parties”), Parent agrees that all rights if such Deltic Indemnified Party is or was a party or is threatened to indemnificationbe made a party, reimbursementto any actual or threatened suit, advancement of legal fees and expenses and exculpation from liabilities for action or other proceeding, whether civil, criminal, administrative or investigative, with respect to matters existing or occurring, or acts or omissions occurring occurring, at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of including this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company Merger and the Company Subsidiaries. Without limiting other transactions contemplated hereby and the foregoing, from and after the Effective Time until the end approval of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”foregoing), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, actually incurred by the Deltic Indemnifying Party in connection with any claimsuch suit, action, suit action or other proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising out of or pertaining to the fullest fact that the Deltic Indemnified Party is or was an officer or director of Deltic or any Deltic Subsidiary or is or was serving at the request of Deltic or any Deltic Subsidiary as a director or officer of another Person. Any indemnification or other similar agreements of Deltic or any Deltic Subsidiary, in each case as in effect on the date of this Agreement, a true and complete copy of which has been made available to Potlatch prior to the date of this Agreement, shall be assumed by Potlatch in the Merger, without further action as of the Effective Time, and shall continue in full force and effect in accordance with their terms. For the avoidance of doubt, the indemnification provided for by this Section 6.05(a) shall not apply to any Deltic Indemnified Party who becomes a director of or remains an employee of the Combined Company after the Closing, in each case, to the extent permitted under applicable Lawrelating to suits, actions or other proceedings to the extent relating to acts or omissions occurring after the Effective Time; provided, it being understood that such indemnification shall matters will be subject to any limitation imposed from time the indemnification arrangements the Combined Company has in place after the Effective Time that are applicable to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationsimilarly situated individuals.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture its subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary of its subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of its subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, that such the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject Corporation or Parent to any limitation imposed from time the same extent as such Indemnified Parties are entitled to time under applicable Law, within 20 Business Days advance of receipt expenses as of the date of this Agreement by the Surviving Corporation from Company pursuant to the Company Indemnified Party Certificate of a request thereforIncorporation, the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Company Certificate of Incorporation or the Bylaws of the Company, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) Parent shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Initial Holdco Merger Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will MVW shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Initial Holdco Merger Effective Time, a current or former director or officer of the Company ILG or any of its subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Initial Holdco Merger Effective Time, serving at the request of the CompanyILG, as applicable, or any of any Joint Venture its subsidiaries as a current or former director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Initial Holdco Merger Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company ILG or any Company Subsidiary of its subsidiaries or is or was serving at the request of the Company ILG or any Company Subsidiary of its subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the Initial Holdco Merger Effective Time, whether asserted or claimed prior to, at or after the Initial Holdco Merger Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by ILG pursuant to the ILG Charter, that such the ILG Bylaws or the comparable organizational documents of any subsidiary of ILG, as applicable, and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements with directors and officers of ILG in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from MVW to the Surviving Corporationsame extent as such Indemnified Parties are entitled to advancement of expenses as of the date of this Agreement by ILG pursuant to the ILG Charter, subject to the ILG Bylaws or the comparable organizational documents of any limitation imposed from time to time under applicable Lawsubsidiary of ILG, within 20 Business Days as applicable, and any indemnification agreements with directors and officers of receipt by ILG in existence as of the Surviving Corporation from the Company Indemnified Party date of a request thereforthis Agreement; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by Applicable Law, the ILG Charter or the ILG Bylaws or the comparable organizational documents of any ILG subsidiary, as applicable, and any indemnification agreements with directors and officers of ILG in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) MVW shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that MVW or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, MVW shall cause proper provision to be made so that the successors and assigns of MVW assume the obligations set forth in this Section 5.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates Organizational Documents and any indemnification or other similar Contracts of incorporation the Company or bylaws (or comparable organizational documentsany Company Subsidiary set forth on Section 6.09(a) of the Company Disclosure Letter, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth extent provided in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesfollowing sentence. Without limiting the foregoing, from From and after the Effective Time until the end and for a period of the Indemnity Periodat least six (6) years thereafter, the Surviving Corporation agrees that it will (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any Company Subsidiary or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any Company Subsidiary as a director, officer or employee of any Joint Venture another Person (collectively, the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingClaim, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimClaim, action, suit or proceeding, (i) each Company Indemnified Party will will, to the fullest extent permitted under applicable Law, be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Claim from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Corporation within 20 ten (10) Business Days of after receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; therefor (provided that any person Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification), and (ii) the Surviving Corporation shall cooperate in good faith in the defense of any such matter. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation 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 set forth in the Organizational Documents as of the date of this Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable Law.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current occurs, Parent shall, or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, disbursements incurred in connection with any claim, action, suit pending or proceedingthreatened Action, whether civil, criminal, administrative or investigative, arising out of, pertaining to or by reason of (i) with respect to the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or, while a director, officer or employee of the Company or its Subsidiaries, is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that Law and the Company Charter and Company Bylaws as of the date hereof or (iii) in connection with the enforcement of any Indemnified Party’s rights under this ‎Section 5.13 by such indemnification shall be subject to any limitation imposed from time to time under applicable LawIndemnified Party or his or her heirs or legal representatives. In the event of any such claimpending or threatened Action, actionincluding any such Action to enforce any Indemnified Party’s rights under this ‎Section 5.13, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in the defense of any connection with such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by Parent and the Surviving Corporation from to the fullest extent permitted under applicable Law and the Company Indemnified Party Charter and Company Bylaws as of a request thereforthe date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification under this Agreement or any Law, Contract or other source for which indemnification may be available, and (B) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six From and after the Effective Time, Parent shall, and shall cause the Company and the Surviving Corporation to, (6i) years after indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the “Indemnity Period”transactions contemplated by this Agreement), Parent agrees that to the fullest extent permitted under applicable Law, and (ii) assume all rights obligations of the Company and such Subsidiaries to indemnification, reimbursement, advancement the Indemnitees in respect of legal fees and expenses indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates (x) the Company’s certificate of incorporation or bylaws and by-laws and the organizational documents of such Subsidiaries as currently in effect and (or comparable organizational documentsy) the form of indemnification agreements attached as Schedule 7.7(a), which shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect in accordance with their terms (it being agreed thatrespective terms. Without limiting the foregoing, with respect to the advancement of expensesParent, from and after the Closing such rights shall be mandatory rather than permissiveEffective Time, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents incorporation and by-laws of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former Indemnitees with respect to limitation of liabilities of directors and officers of the Company and the Company Subsidiaries indemnification than those are set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this AgreementAgreement in the Company’s certificate of incorporation and by-laws, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any a manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnitees. Without limiting the foregoingIn addition, from and after the Effective Time until Time, Parent shall, and shall cause the end of the Indemnity Period, Company and the Surviving Corporation agrees that it will indemnify to, pay any expenses (including fees and hold harmless each individual who was prior to or is as expenses of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, legal counsel) of any Joint Venture Indemnitee under this Section 7.7 (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (ienforcing the indemnity and other obligations referred to in this Section 7.7) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, incurred to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined to the extent required by a final non-appealable adjudication that such person is not entitled to indemnificationapplicable Law.

Indemnification, Exculpation and Insurance. (a) For six (6) years after From the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current or former directors or officers of the Company occurs, Parent and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses shall jointly and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will severally indemnify and hold harmless each individual person who was is now, or has been at any time prior to or is as of the date of this Agreementhereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”"COVERED PERSONS"), against all claims, losses, liabilities, damages, judgments, inquiriesfines, fines and reasonable fees, costs costs, and expenses, including reasonable attorneys’ ' fees and disbursementsdisbursements (collectively, "COSTS"), incurred in connection with any claim, action, suit suit, proceeding, or proceedinginvestigation, whether civil, criminal, administrative or investigativeinvestigative (a "PROCEEDING"), (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party Covered Person is or was a director an officer, director, employee or officer agent of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Timeits Subsidiaries, to the fullest extent permitted under applicable Law; provided, that such indemnification . Each Covered Person shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement from the Surviving Corporation of reasonable expenses (including attorneys' fees and disbursements) incurred in the defense of any Proceeding arising out of or pertaining to the fact that the Covered Person is or was an officer, director, employee or agent of the Company or any of its Subsidiaries, such claim, action, suit or proceeding from the Surviving Corporation, subject advancement to any limitation imposed from time to time under applicable Law, be made within 20 Business Days twenty days of receipt by the Surviving Corporation from the Company Indemnified Party Covered Person of a request therefor; provided , provided, that any person Covered Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Covered Person is not entitled to indemnification. Alternatively, the Surviving Corporation may provide the defense of any such claim with counsel reasonably acceptable to the Covered Person; provided, however, that if in the opinion of such Covered Person's attorney (who is licensed to practice in the jurisdiction where the proceeding is pending) there exists a conflict of interest between the Surviving Corporation and such Covered Person, such Covered Person shall have the right to engage separate counsel, the reasonable expenses (including attorneys' fees and disbursements) of which shall be paid by the Surviving Corporation or, if not paid by the Surviving Corporation, by the Company's insurance carrier contemplated by Section 4.6(d). The Covered Person shall cooperate with the Surviving Corporation, at the Surviving Corporation's expense, in connection with the defense of any Proceeding.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees From and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights Effective Time, HoldCo shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Closing Effective Time, a director or officer of Copper or the Company Copper General Partner or Steel or any of their Subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Closing Effective Time, serving at the request of the CompanyCopper or Steel, as applicable, or any of any Joint Venture their respective Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, actionAction, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Closing Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director of Copper or officer of the Company Copper General Partner or Steel, as applicable, or any Company Subsidiary of their respective Subsidiaries or is or was serving at the request of the Company Copper or Steel, as applicable, or any Company Subsidiary of their respective Subsidiaries as a director director, officer or officer employee of another Person or in respect of any acts or omissions in their capacities as such directors, officers or employees occurring prior to the Closing Effective Time, whether asserted or claimed prior to, at or after the Closing Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by Copper pursuant to the Copper Partnership Agreement or the governing or organizational documents of any Subsidiary of Copper or the Copper General Partner, that such or by Steel pursuant to the Steel Certificate of Incorporation, the By-laws of Steel or the governing organizational documents of any Subsidiary of Steel, as applicable, or any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In the event of any such claim, actionAction, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, actionAction, suit or proceeding from HoldCo to the Surviving Corporationsame extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by Copper pursuant to the Copper Partnership Agreement or the governing or organizational documents of any Subsidiary of Copper or the Copper General Partner, subject or by Steel pursuant to the Steel Certificate of Incorporation, the By-laws of Steel or the governing or organizational documents of any limitation imposed from time to time under applicable LawSubsidiary of Steel, within 20 Business Days as applicable, and any indemnification agreements in existence as of receipt by the Surviving Corporation from the Company Indemnified Party date of a request thereforthis Agreement; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Copper Partnership Agreement or the Certificate of Incorporation or By-laws of the Copper General Partner, or the Steel Certificate of Incorporation or the By-laws of Steel, as applicable, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification and (ii) HoldCo shall, and shall cause its Subsidiaries to, cooperate in the defense of any such matter. In the event that HoldCo or Copper Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, HoldCo or Copper Surviving Entity, as applicable, shall cause proper provision to be made so that the successors and assigns of HoldCo or Copper Surviving Entity, as applicable, assume the obligations set forth in this Section 8.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees Pxxxxx and Mxxxxx Sub agree that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or of each former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a present director or officer of the Company or any Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company Subsidiaries oror any Company Subsidiary (each, at the request of the Companytogether with such person’s heirs, of any Joint Venture (the executors or administrators, a “Company Indemnified PartiesParty”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a correct and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any Company Subsidiary is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificate of incorporation and bylaws or other organizational documents in effect immediately prior to the fullest extent permitted under applicable LawEffective Time or in any agreement, a correct and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any Company Subsidiary is a party, in each case in effect immediately prior to the Effective Time and not to amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party; provided, however, that such all rights to indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture its subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary of its subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of its subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, that such the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject Corporation or Parent to any limitation imposed from time the same extent as such Indemnified Parties are entitled to time under applicable Law, within 20 Business Days advance of receipt expenses as of the date of this Agreement by the Surviving Corporation from Company pursuant to the Company Indemnified Party Certificate of a request thereforIncorporation, the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Company Certificate of Incorporation or the Bylaws of the Company, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) Parent shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Corporation, as applicable, assume the obligations set forth in this ‎Section 6.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after From the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current occurs, Parent shall, or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporationSurviving Company to, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless BBAM, the Manager, and their respective Affiliates, and each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director or officer of the Company or any of the Company Subsidiaries or, at the request employee of the Company, of any Joint Venture BBAM, the Manager, and their respective Affiliates (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, disbursements incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a manager, officer, director or employee, of the Company or any of its Subsidiaries (i) or, to the extent providing services to or otherwise involved with respect the Company, of BBAM, the Manager or their respective Affiliates), and pertaining to matters any matter existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedsuch persons are indemnified as of the date of this Agreement by the Company or any of its Subsidiaries pursuant to the Company Charter, that such Company Bye-laws, or organizational documents of any Company Subsidiary, as at the date hereof or pursuant to indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements, if any, in existence on the date hereof. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving Corporation, subject Company to any limitation imposed from time to time under applicable Law, within 20 Business Days the same extent such Indemnified Party is indemnified as of receipt the date of this Agreement by the Surviving Corporation from Company or any of its Subsidiaries pursuant to the Company Indemnified Party Charter, Company Bye-laws, or organizational documents of a request thereforany Company Subsidiary as of the date hereof or pursuant to indemnification agreements, if any, in existence on the date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the Bermuda Companies Act or the Company Charter or Company Bye-laws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable)terms. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “"Company Indemnified Parties”"), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ ' fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Company's certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable)terms. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”“), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Company’s certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current occurs, Parent shall, or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and former officer or director or officer of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, disbursements incurred in connection with any claim, action, suit pending or proceedingthreatened Action, whether civil, criminal, administrative or investigative, arising out of, pertaining to or by reason of (i) with respect to the fact that the Indemnified Party is or was an officer director, employee, fiduciary or agent of the Company or any of its Subsidiaries or, while a director, officer or employee of the Company or its Subsidiaries, is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that Law and the Company Charter and Company Bylaws as of the date hereof or (iii) in connection with the enforcement of any Indemnified Party’s rights under this Section 5.13 by such indemnification shall be subject to any limitation imposed from time to time under applicable LawIndemnified Party or his or her heirs or legal representatives. In the event of any such claimpending or threatened Action, actionincluding any such Action to enforce any Indemnified Party’s rights under this Section 5.13, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in the defense of any connection with such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by Parent and the Surviving Corporation from to the fullest extent permitted under applicable Law and the Company Indemnified Party Charter and Company Bylaws as of a request thereforthe date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification under this Agreement or any Law, Contract or other source for which indemnification may be available, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld), and (C) the Surviving Corporation and the Indemnified Party shall reasonably cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform its obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of the Company Subsidiaries oror who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 10 Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Surviving Company’s certificate of incorporation or bylaws (or comparable organizational documents) or any applicable indemnification agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company and such Company Indemnified Party shall cooperate with each other in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws in favor effect as of the current date hereof, each present (as of the Effective Time) and former officer or former directors or officers director of the Company and the Company its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, disbursements incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to (i) the fact that the Company Indemnified Party is or was a director an officer, director, fiduciary or officer agent of the Company or any Company Subsidiary of its Subsidiaries or is (ii) matters existing or was serving occurring, or services performed by an Indemnified Party at the request of the Company or any Company Subsidiary as a director of its Subsidiaries, at or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including, for the avoidance of doubt, in connection with (x) the transactions contemplated by this Agreement and (y) actions to the fullest extent permitted under applicable Law; provided, that such enforce this provision or any other indemnification shall be subject to or advancement right of any limitation imposed from time to time under applicable LawIndemnified Party. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from to the fullest extent permitted under applicable Law and the Company Indemnified Party of a request therefor; provided Charter and Company Bylaws as at the date hereof, provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees Xxxxxx and Xxxxxx Sub agree that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or of each former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a present director or officer of the Company or any Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company Subsidiaries oror any Company Subsidiary (each, at the request of the Companytogether with such person’s heirs, of any Joint Venture (the executors or administrators, a “Company Indemnified PartiesParty”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a correct and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any Company Subsidiary is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificate of incorporation and bylaws or other organizational documents in effect immediately prior to the fullest extent permitted under applicable LawEffective Time or in any agreement, a correct and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any Company Subsidiary is a party, in each case in effect immediately prior to the Effective Time and not to amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party; provided, however, that such all rights to indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the East/Toucan Effective Time (the “Indemnity Period”)Time, Parent Holdco agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or of each former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a present director or officer of the Company or any Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company Subsidiaries oror any Company Subsidiary (each, at the request of the Companytogether with such person’s heirs, of any Joint Venture (the executors or administrators, a “Company Indemnified PartiesParty”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the East/Toucan Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary or is or was serving at the request or for the benefit of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, pension or other employee benefit plan or enterprise, whether asserted or claimed prior to, at or after the East/Toucan Effective Time as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, shall survive the East/Toucan Merger and continue in full force and effect in accordance with their terms. For a period of six years from the East/Toucan Effective Time, Holdco shall, and shall cause Toucan Surviving LLC to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s articles of incorporation and by-laws or other organization documents in effect immediately prior to the fullest extent permitted under applicable LawEast/Toucan Effective Time or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the East/Toucan Effective Time and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Toucan Surviving LLC’s certificate of formation or limited liability company agreement in any manner that would adversely affect the rights thereunder of any individual who immediately before the East/Toucan Effective Time was entitled to exculpation, indemnification or advancement of expenses thereunder; provided, however, that such all rights to indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event in respect of any such actual or threatened claim, action, suit suit, proceeding or proceedinginvestigation, each Company Indemnified Party will be entitled to advancement whether civil, criminal, administrative or investigative (each, an “Action”) pending or asserted or any claim made within such period shall continue until the disposition of expenses incurred in the defense such Action or resolution of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Initial Holdco Merger Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will Marriott shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Initial Holdco Merger Effective Time, a director or officer of the Company Starwood or any of its subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Initial Holdco Merger Effective Time, serving at the request of the CompanyStarwood, as applicable, or any of any Joint Venture its subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Initial Holdco Merger Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company Starwood or any Company Subsidiary of its subsidiaries or is or was serving at the request of the Company Starwood or any Company Subsidiary of its subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the Initial Holdco Merger Effective Time, whether asserted or claimed prior to, at or after the Initial Holdco Merger Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by Starwood pursuant to the Starwood Charter, that such the Starwood By-laws or the governing organizational documents of any subsidiary of Starwood, as applicable, and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements with directors and officers of Starwood in existence as of the date of this Agreement and listed in Section 5.4(a) of the Starwood Disclosure Letter. In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from Marriott to the Surviving Corporationsame extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by Starwood pursuant to the Starwood Charter, subject to the Starwood By-laws or the governing or organizational documents of any limitation imposed from time to time under applicable Lawsubsidiary of Starwood, within 20 Business Days as applicable, and any indemnification agreements with directors and officers of receipt by Starwood in existence as of the Surviving Corporation from date of this Agreement and listed in Section 5.4(a) of the Company Indemnified Party of a request thereforStarwood Disclosure Letter; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by Applicable Law, the Starwood Charter or the Starwood By‑laws or the governing or organizational documents of any Starwood subsidiary, as applicable, and any indemnification agreements with directors and officers of Starwood in existence as of the date of this Agreement and listed in Section 5.4(a) of the Starwood Disclosure Letter, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) Marriott shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that Marriott, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Marriott or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Marriott or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 5.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees Without limiting any additional rights that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the any current or former directors officer or officers of director may have under the Company and the Charter or Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of in effect on the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until through the end sixth anniversary of the Indemnity Perioddate on which the Effective Time occurs, the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and each former officer and director or officer of the Company or from and against any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture and all loss and liability suffered and expenses (the “Company Indemnified Parties”including attorneys' fees), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, amounts paid in settlement reasonably incurred by such person in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party indemnified Person is or was a director an officer, director, employee or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries at or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law; providedLaw and required or permitted under the Company Charter or Company Bylaws (or, that such indemnification shall be subject to any limitation imposed from time to time under as relevant, those of the applicable LawSubsidiary of the Company) as at the date hereof. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Company Charter or Company Bylaws as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Charter of Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.8, the Person who is requesting such claim, action, suit advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay all amounts so paid or proceeding from reimbursed by the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is threatened to be, made a party by a final non-appealable adjudication that reason of the former or present official capacity of such person is Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such indemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not entitled be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to indemnificationcontinue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company's directors to the extent permissible under the DGCL.

Indemnification, Exculpation and Insurance. (a) For Without limiting any additional rights that any Indemnified Party may have under any agreement or Company Plan, for a period of six (6) years after from the Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual person who was is now, or has been at any time prior to or is as of the date of this Agreement, hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursementsdisbursements (collectively, incurred in connection with “Costs”), arising out of or relating to any threatened or actual claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative, based as a whole or in part on or arising out of or relating as a whole or in part to the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or a trustee (ior the like) with respect of any Company Plan, whether pertaining to any matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeTime (the “Indemnified Liabilities”), including all Indemnified Liabilities based as a whole or in part on, or arising as a whole or in part out of, or relating to this Agreement, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit suit, proceeding or proceeding investigation from Parent or the Surviving Corporation, subject Corporation to any limitation imposed from time to time the fullest extent permitted under applicable Law, Law in effect on the date hereof within 20 ten (10) Business Days of receipt by Parent or the Surviving Corporation from the Company Indemnified Party of a request therefor; provided therefore, provided, that any person Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees Without limiting any additional rights that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the any current or former directors officer or officers of director may have under the Company and the Charter or Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of in effect on the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until through the end sixth (6th) anniversary of the Indemnity Perioddate on which the Effective Time occurs, the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and each former officer and director or officer of the Company or from and against any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture and all loss and liability suffered and expenses (the “Company Indemnified Parties”including attorneys’ fees), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, amounts paid in settlement reasonably incurred by such person in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party indemnified Person is or was a director an officer, director, employee or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries at or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law; providedLaw and required or permitted under the Company Charter or Company Bylaws (or, that such indemnification shall be subject to any limitation imposed from time to time under as relevant, those of the applicable LawSubsidiary of the Company) as at the date hereof. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Company Charter or Company Bylaws as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Charter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.8, the Person who is requesting such claim, action, suit advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay all amounts so paid or proceeding from reimbursed by the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is threatened to be, made a party by a final non-appealable adjudication that reason of the former or present official capacity of such person is Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such indemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not entitled be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to indemnificationcontinue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company’s directors to the extent permissible under the CGCL.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees Without limiting any additional rights that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors officer or officers director may have under the Company Charter or Company Bylaws as in effect on the date of the Company and the Company Subsidiaries. Without limiting the foregoingOriginal Agreement, from and after the Effective Time until through the end sixth (6th) anniversary of the Indemnity Perioddate on which the Effective Time occurs, the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and each former officer and director or officer of the Company or from and against any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture and all loss and liability suffered and expenses (the “Company Indemnified Parties”including attorneys’ fees), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, amounts paid in settlement reasonably incurred by such person in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party indemnified Person is or was a director an officer, director, employee or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries at or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law; providedLaw and required or permitted under the Company Charter or Company Bylaws (or, that such indemnification shall be subject to any limitation imposed from time to time under as relevant, those of the applicable LawSubsidiary of the Company) as at the date of the Original Agreement. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Company Charter or Company Bylaws as at the date of the Original Agreement. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Charter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.8, the Person who is requesting such claim, action, suit advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay all amounts so paid or proceeding from reimbursed by the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is threatened to be, made a party by a final non-appealable adjudication that reason of the former or present official capacity of such person is Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such indemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not entitled be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to indemnificationcontinue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company’s directors to the extent permissible under the CGCL.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries Entities as provided in their respective certificates Organizational Documents and any indemnification or other similar agreements of incorporation or bylaws (or comparable organizational documents) any Company Entity, in each case, as in effect on the date of this Agreement and made available to Parent, shall continue in full force and effect in accordance with their terms terms, following the Effective Time, (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall, following the Effective Time, cause the Surviving Corporation and the Company Subsidiaries to perform their respective obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to not permit any such indemnification, advancement of expenses and or exculpation with respect provision to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, from and after during the period commencing at the Effective Time until and ending on the end sixth (6th) anniversary of the Indemnity PeriodEffective Time, Parent and the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the any Company Entity or any who was prior to or is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, of any Joint Venture Company Entity as a director or officer (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary Entity or is or was serving at the request of the Company or any Company Subsidiary Entity as a director or officer of another Person prior to the Effective Timeofficer, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimClaim regarding the foregoing, action, suit or proceeding, (i) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Claim from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Parent within 20 ten (10) Business Days of after receipt by the Surviving Corporation Parent from the Company Indemnified Party of a request therefor; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law or the applicable Company Entity’s Organizational Documents or any applicable indemnification agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is was not entitled to indemnification, (ii) Parent and the Surviving Corporation will have the right to control the defense of such Claim after the Effective Time, and (iii) subject to the foregoing clause (ii), each Company Indemnified Party will be entitled to participate in the defense of such Claim with his or her own counsel. Any determination required to be made with respect to whether any Company Indemnified Party’s conduct complies with an applicable standard under applicable Law, the applicable Organizational Documents of the Surviving Corporation or its Subsidiaries or applicable indemnification agreements, as the case may be, shall be made by independent legal counsel selected by Parent and reasonably acceptable to the Company Indemnified Party.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates Organization Documents and any indemnification or other similar Contracts of incorporation the Company or bylaws (or comparable organizational documents) any Company Subsidiary, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform their respective obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any Company Subsidiary or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any Company Subsidiary as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingClaim, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimClaim covered under this Section 6.09, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Claim from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request thereforParent; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law or the Surviving Corporation’s Organizational Documents, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) the Surviving Corporation shall cooperate in good faith in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of occurs, the current or former directors or officers of the Company Surviving Corporation shall, and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit pending or proceedingthreatened Action, whether civil, criminal, administrative or investigative, (i) with respect arising out of, pertaining to, or by reason of the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or, while a director, officer or employee of the Company or its Subsidiaries, is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, (ii) arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that Law and the Company Charter and Company Bylaws as of the date hereof or (iii) in connection with the enforcement of any Indemnified Party’s rights under this Section 5.11 by such indemnification shall be subject to any limitation imposed from time to time under applicable LawIndemnified Party or his or her heirs or legal representatives. In the event of any such claimpending or threatened Action, actionincluding any such Action to enforce any Indemnified Party’s rights under this Section 5.11, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in the defense of any connection with such claim, action, suit or proceeding Action from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by Parent and the Surviving Corporation from to the fullest extent permitted under applicable Law and the Company Indemnified Party Charter and Company Bylaws as of a request thereforthe date hereof prior to the final disposition of such Action; provided provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnificationindemnification under this Agreement or any Law, Contract or other source for which indemnification may be available, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents in writing, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Company Merger Effective Time (through the “Indemnity Period”)sixth anniversary of the date on which the Company Merger Effective Time occurs, Parent agrees that all rights to indemnificationshall, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Company Merger Effective Time) and former officer, a director or officer employee of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, disbursements incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries at or prior to the Company Merger Effective Time or (ii) matters existing or occurring at or prior to the Company Merger Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Company Merger Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from to the Company Indemnified Party of a request therefor; provided fullest extent permitted under applicable Law (provided, that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by DGCL to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification), (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any Person may have under any Company Plan, from the Effective Time (Closing Date through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor sixth anniversary of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after date on which the Closing such rights shall be mandatory rather than permissiveDate occurs, if applicable). Parent Buyer shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation Company to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes immediately prior to the Effective TimeClosing) and former officer, a director director, employee or officer agent of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified PartiesIndividuals”), ) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party Individual is or was a director an officer, director, employee or officer agent of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timeits Subsidiaries, whether asserted or claimed prior to, at or after the Effective TimeClosing, to the extent provided or permitted under the existing certificate of incorporation and bylaws (or equivalent governing documents) of each of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit suit, proceeding or proceedinginvestigation, (x) each Company Indemnified Party Individual will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit suit, proceeding or proceeding investigation from Buyer or the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 ten (10) Business Days of receipt by the Surviving Corporation Buyer from the Company Indemnified Party Individual of a request therefor; provided that , (y) neither Buyer nor the Company shall settle, compromise or consent to the entry of any person to whom expenses are advanced provides judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an undertaking to repay unconditional release of such advances if it is ultimately determined by a final non-appealable adjudication that Indemnified Individual from all liability arising out of such person is not entitled to indemnificationaction, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Buyer and Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor of the current occurs, Parent shall, or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationto, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of the Company and its Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect to the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable LawLaw and the Company Charter and Company Bylaws as at the date hereof. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit Action from Parent or proceeding from the Surviving Corporation, subject Corporation to any limitation imposed from time to time the fullest extent permitted under applicable Law, the Company Charter and Company Bylaws as at the date hereof within 20 10 Business Days of receipt by Parent or the Surviving Corporation from the Company Indemnified Party of a request therefortherefore; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification; provided further, that neither Parent nor the Surviving Corporation shall be required to indemnify or advance expenses to any Indemnified Party in connection with an Action (or part thereof) initiated by such Indemnified Party unless such Action (or part thereof) was authorized by the Company Board.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnificationwill, advancement of expenses and exculpation with respect to matters existing or occurring at or prior Parent will cause the Surviving Corporation to, (i) indemnify, defend and hold harmless, to the Effective Time that are no less favorable to the current or former fullest extent permitted by applicable Law, all past and present directors and officers of the Company and the any Company Subsidiaries than those set forth in the CompanySubsidiary and all fiduciaries under any Company Benefit Plan (each, together with such person’s Certificate of Incorporation and Bylaws as of the date of this Agreementheirs, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed executors or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Timeadministrators, a director or officer of the Company or any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture (the “Company Indemnified PartiesParty”)) against any costs, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, expenses (including reasonable attorneys’ fees and expenses and disbursements), incurred in connection with judgments, fines, losses, claims, damages or liabilities to the extent related to any claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any of the Company Subsidiary Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of the Company Subsidiary Subsidiaries as a director or officer of another Person any other corporation, limited liability company, partnership, joint venture, trust or other business or non-profit enterprise (including any Company Benefit Plan) at or prior to the Effective Time, Time whether asserted or claimed prior to, at or after the Effective Time, Time (including with respect to acts or omissions occurring in connection with the fullest extent permitted under Transaction Agreements and the consummation of the Transactions). Subject to applicable Law, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, pay the fees and expenses of a Company Indemnified Party (including reasonable attorneys’ fees and expenses and disbursements) in advance of the final disposition of any action, suit, proceeding or investigation that is the subject of the right to indemnification under this Section 6.04(a); provided, however, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled undertakes to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by reimburse the Surviving Corporation from the for all amounts so advanced if a court of competent jurisdiction determines by a final, nonappealable order that such Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries as provided in their respective certificates articles of incorporation or bylaws by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform its obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 10 Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the MBCA or the Surviving Company’s articles of incorporation or by-laws (or comparable organizational documents), to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time (through the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement sixth anniversary of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time now existing in favor occurs, Parent shall, or shall cause each of the current or former directors or officers of the Company MTR and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed thatto, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is present (as of the date Effective Time) and former officer, director, manager or employee of this Agreement, or who becomes prior to MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, a director director, manager or officer employee of the Company or any of and its Subsidiaries, the Company Subsidiaries orMember Representative and the Stockholders Representative (collectively, at the request of the Company, of any Joint Venture (the “Company Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursementsdisbursements (collectively, “Costs”), incurred in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) with respect to the fact that the Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of MTR, the Company or any of their respective Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Timehereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; providedLaw and applicable MTR’s certificate of incorporation, that such indemnification shall be subject to any limitation imposed from time to time under applicable LawMTR’s bylaws, the Company Charter and Company Operating Agreement each as at the date hereof (collectively, the “Constituent Documents”). In the event of any such claimAction, action, suit or proceeding, (A) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claimAction from Parent or MTR or the Company, actionas applicable, suit or proceeding from to the Surviving Corporation, subject to any limitation imposed from time to time fullest extent permitted under applicable LawLaw and the applicable Constituent Documents, within 20 ten (10) Business Days of receipt by Parent or MTR or the Surviving Corporation Company, as applicable, from the Company Indemnified Party of a request therefor; provided provided, that any person Person to whom expenses are advanced provides an unsecured undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, (B) none of Parent, MTR or the Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) MTR and the Company, as applicable, shall cooperate in the defense of any such matter. Parent and MTR, or the Company, as applicable, shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates articles of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiariesto perform its obligations thereunder. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, the Surviving Corporation Company agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company, Company or any of any Joint Venture the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of reasonable expenses of counsel reasonably selected by the Indemnified Parties, incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Company within 20 10 Business Days of receipt by the Surviving Corporation Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if any only to the extent required by the MBCA or the Surviving Company’s articles of incorporation or bylaws (or comparable organizational documents) to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (y) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For From and for a period of six (6) years after the First Effective Time (the “Indemnity Period”)Time, Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the First Effective Time, a director or officer of the Company or any of its Subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the First Effective Time, serving at the request of the Company, as applicable, or any of any Joint Venture its Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit claim or proceedingAction, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the First Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of the Company or any Company Subsidiary of its Subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of its Subsidiaries as a director or officer of another Person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, Time to the fullest extent permitted permissible under applicable Law; providedLaw and to the fullest extent as such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Charter, that such the Company Bylaws or the governing organizational documents of any Subsidiary of the Company, as applicable, and any indemnification shall be subject to any limitation imposed from time to time under applicable LawContracts with directors and officers of the Company in existence as of the date of this Agreement and listed in Section 5.4(a) of the Company Disclosure Letter. In the event of any such claimclaim or Action, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses (including attorney’s fees) incurred in the defense of any such claim, action, suit claim or proceeding Action from Parent to the Surviving Corporation, subject to any limitation imposed from time to time fullest extent permissible under applicable Law, within 20 Business Days Law and to the fullest extent as such Indemnified Parties are entitled to advance of receipt such expenses as of the date of this Agreement by the Surviving Corporation from Company pursuant to the Company Indemnified Party Charter, the Company Bylaws or the governing or organizational documents of a request therefor; any Subsidiary of the Company, as applicable, and any indemnification Contracts with directors and officers of the Company in existence as of the date of this Agreement and listed in Section 5.4(a) of the Company Disclosure Letter, provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and to the extent required by Law, the Company Charter or the Company Bylaws or the governing or organizational documents of any the Company Subsidiary, as applicable, and any indemnification Contracts with directors and officers of the Company in existence as of the date of this Agreement and listed in Section 5.4(a) of the Company Disclosure Letter, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person Person is not entitled to indemnification, and (ii) Parent will, and will cause its Subsidiaries to, cooperate in the defense of any such matter. Notwithstanding anything to the contrary in this Section 5.4(a) or elsewhere in this Agreement, Parent and Ultimate Surviving Corporation will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim or Action for which indemnification has been sought under this Section 5.4(a) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim or Action and does not include any admission of liability with respect to such Indemnified Party. In the event that Parent, the First Surviving Corporation, the Ultimate Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent, the First Surviving Corporation or Ultimate Surviving Corporation, as applicable, will provide that the successors and assigns of Parent, the First Surviving Corporation or Ultimate Surviving Corporation, as applicable, assume the obligations set forth in this Section 5.4.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or and officers of the Company and the Company Subsidiaries Entities as provided in their respective certificates Organizational Documents and any indemnification or other similar agreements of incorporation or bylaws (or comparable organizational documents) any Company Entity, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed thatterms, with respect to following the advancement of expensesEffective Time, after and Parent shall, following the Closing such rights shall be mandatory rather than permissiveEffective Time, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation and the Company Subsidiaries to contain provisions with respect to perform their respective obligations thereunder. For a period of six (6) years from and after the Effective Time, Parent shall not permit any such indemnification, advancement of expenses and or exculpation with respect provision to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, for a period of six (6) years from and after the Effective Time until the end of the Indemnity PeriodTime, Parent and the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of any Company Entity and the Company or any heirs and personal representatives of each of the Company Subsidiaries or, at the request of the Company, of any Joint Venture foregoing (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective TimeEntity, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) For six Parent shall cause the Surviving Corporation and its Subsidiaries to: (6i) years after indemnify (including the Effective Time (advancement of attorneys’ fees and expenses) to the “Indemnity Period”), Parent agrees that full extent of all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now thereto existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or each individual who was prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, manager or officer of the Company or any of the Company Subsidiaries oror who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the CompanyCompany or any of the Company Subsidiaries as a director, manager or officer of any Joint Venture another Person (the “Company Indemnified Parties”), against all claimsin such capacity, lossesas provided in any indemnification agreement set forth in Section 7.4(a) of the Company Disclosure Letter or in the Company Charter or Company Bylaws or other organizational documents, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit each case as in effect on the date of this Agreement for acts or proceeding, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or omissions occurring at or prior to the Effective Time for a period of six (including this Agreement 6) years after the Effective Time with respect to any claims against such directors, managers, or officers arising out of such acts or omissions, except as otherwise required by applicable Law; and the transactions and actions contemplated by this Agreement) or (ii) arising out not amend, repeal, or otherwise modify such indemnification provisions in the documents described in clause (a) of this Section 7.4 in any respect that would adversely affect such rights during the period of six (6) years after the Effective Time, except as otherwise required by applicable Law. All rights to exculpation, elimination of liability, indemnification and advancement of expenses for acts or pertaining omissions occurring or alleged to the fact that the Company Indemnified Party is have occurred at or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Company Indemnified Parties as provided in any indemnification agreement set forth in Section 7.4(a) of the Company Disclosure Letter or in the Company Charter or Company Bylaws or other organizational documents, in each case as in effect on the date of this Agreement shall survive the transactions contemplated hereby, including the Merger, and shall continue in full force and effect in accordance with the terms thereof. Notwithstanding anything herein to the fullest extent permitted under applicable Law; providedcontrary, that such indemnification shall be subject to if any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit notifies Parent or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from on or prior to the Company Indemnified Party sixth (6th) anniversary of the Effective Time of a request therefor; provided that any person matter in respect of which such Person intends in good faith to whom expenses are advanced provides an undertaking seek indemnification pursuant to repay this Section 7.4, the provisions of this Section 7.4 shall continue in effect with respect to such advances if it is ultimately determined by a matter until the final non-appealable adjudication that such person is not entitled to indemnificationdisposition of all claims, actions, investigations, suits and proceedings relating thereto.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and the Company Subsidiaries Entities as provided in their respective certificates Organizational Documents and in any indemnification or other similar agreements of incorporation or bylaws (or comparable organizational documents) any Company Entity, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, that after the Closing such rights shall be mandatory rather than permissive, if applicable). , and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation and the Company Subsidiaries to contain provisions with respect to perform their respective obligations thereunder. Parent shall not permit any such indemnification, advancement of expenses and or exculpation with respect provision to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, from and after the Effective Time until the end of the Indemnity PeriodTime, Parent and the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of any Company Entity or who was prior to or is as of the Company date of this Agreement, or any of who thereafter commences prior to the Company Subsidiaries orEffective Time, serving at the request of the Companyany Company Entity as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingClaim, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) )), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the Company or any Company Subsidiary Entity or is or was serving at the request of the Company or any Company Subsidiary Entity as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claimClaim, action, suit or proceeding, (i) each Company Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding Claim from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, Parent within 20 ten (10) Business Days of after receipt by the Surviving Corporation Parent from the Company Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law or the applicable Company Entity’s Organizational Documents or any applicable indemnification agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) Parent and the Surviving Corporation shall cooperate in good faith in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Post-Sale Company and the Company Subsidiaries Entities as provided in their respective certificates Organizational Documents and any written indemnification or other similar Contracts of incorporation or bylaws any Post-Sale Company Entity that are set forth in Section 5.10(a) of the Company Disclosure Letter (or comparable organizational documents) the “Company Indemnity Agreements”), in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expensesextent permitted by applicable Law, after the Closing such rights shall be mandatory rather than permissive, if applicable). and Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation and the other Post-Sale Company Entities to contain provisions with respect to perform their respective obligations thereunder. For a period of six (6) years from and after the Effective Time, Parent shall not permit any indemnification, advancement of expenses and or exculpation with respect provision in such Organizational Documents or any Company Indemnity Agreement to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company SubsidiariesIndemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, for a period of six (6) years from and after the Effective Time until the end of the Indemnity PeriodTime, Parent and the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was is a current or former director, officer or employee of any Post-Sale Company Entity and each individual who becomes, prior to the Effective Time, a director, officer or is employee of any Post-Sale Company Entity or who is, as of the date of this Agreement, or who becomes thereafter commences prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or, serving at the request of the Companyany Post-Sale Company Entity as a director, officer or employee of any Joint Venture another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceedingClaim, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement Agreement, the Merger and the other transactions and actions contemplated by this Agreement) or (ii) ), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director director, officer or officer employee of the any Post-Sale Company or any Company Subsidiary Entity or is or was serving at the request of the any Post-Sale Company or any Company Subsidiary Entity as a director director, officer or officer employee of another Person prior to the Effective TimePerson, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the applicable Law; providedOrganizational Document and required under the applicable Company Indemnity Agreement, that such indemnification shall be subject to any limitation imposed from time to time under applicable Lawif any. In the event of any such claim, action, suit or proceedingClaim, each Company Indemnified Party will shall be entitled to advancement of reasonable and documented expenses incurred in the defense of any such claimClaim from Parent to the fullest extent permitted under the applicable Organizational Document and required under the applicable Company Indemnity Agreement, actionif any, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of after receipt by the Surviving Corporation Parent from the Company Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnification. Any determination required to be made with respect to whether any Company Indemnified Party’s conduct complies with an applicable standard under the applicable Organizational Documents of the Post-Sale Company Entities or applicable Company Indemnity Agreements, as the case may be, shall be made by independent legal counsel selected by the Company Indemnified Party and reasonably acceptable to Parent.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees Without limiting any additional rights that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors officer or officers director may have under the Company Charter or Company Bylaws as in effect on the date of the Company and the Company Subsidiaries. Without limiting the foregoingOriginal Agreement, from and after the Effective Time until through the end sixth (6th) anniversary of the Indemnity Perioddate on which the Effective Time occurs, the Surviving Corporation agrees that it will shall indemnify and hold harmless each individual who was prior to or is current (as of the date of this Agreement, or who becomes prior to the Effective Time, a ) and each former officer and director or officer of the Company or from and against any of the Company Subsidiaries or, at the request of the Company, of any Joint Venture and all loss and liability suffered and expenses (the “Company Indemnified Parties”including attorneys’ fees), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, amounts paid in settlement reasonably incurred by such person in connection with any claim, action, suit or proceedingAction, whether civil, criminal, administrative or investigative, (i) with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party indemnified Person is or was a director an officer, director, employee or officer fiduciary of the Company or any Company Subsidiary of its Subsidiaries at or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law; providedLaw and required or permitted under the Company Charter or Company Bylaws (or, that such indemnification shall be subject to any limitation imposed from time to time under as relevant, those of the applicable LawSubsidiary of the Company) as at the date of the Original Agreement. In the event of any such claim, action, suit or proceedingAction, each Company Indemnified Party will indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Company Charter or Company Bylaws as at the date of the Original Agreement. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Charter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.8, the Person who is requesting such claim, action, suit advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay all amounts so paid or proceeding from reimbursed by the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is threatened to be, made a party by a final non-appealable adjudication that reason of the former or present official capacity of such person is Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such indemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not entitled be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to indemnificationcontinue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company's directors to the extent permissible under the CGCL.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”), Parent agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) shall continue in full force and effect in accordance with their terms (it being agreed that, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporation, bylaws or other organizational or governing documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation with respect to matters existing or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers of the Company and the Company Subsidiaries than those set forth in the Company’s Certificate of Incorporation and Bylaws as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and the Company Subsidiaries. Without limiting the foregoing, from From and after the Effective Time until the end of the Indemnity PeriodTime, Parent shall, and shall cause the Surviving Corporation agrees that it will and the Second Surviving Entity to, indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Parent, the Company or any of their respective Subsidiaries or who is as of the Company Subsidiaries ordate of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Parent, the Company, Company or any of any Joint Venture their respective Subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (i) including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) Transactions)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a an officer or director or officer of Parent, the Company or any Company Subsidiary of their respective Subsidiaries or is or was serving at the request of Parent, the Company or any Company Subsidiary of their respective Subsidiaries as a director or officer of another Person person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted under applicable Law; providedas such Indemnified Parties are indemnified as of the date of this Agreement by Parent or the Company pursuant to the Parent Company Certificate of Incorporation, that such the Parent Bylaws, Company Certificate of Incorporation, the Bylaws of the Company or the governing or organizational documents of any of their respective Subsidiaries and any indemnification shall be subject to any limitation imposed from time to time under applicable Lawagreements in existence as of the date of this Agreement (as applicable). In the event of any such claim, action, suit or proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject the Second Surviving Entity or Parent to any limitation imposed from time the same extent as such Indemnified Parties are entitled to time under applicable Law, within 20 Business Days advance of receipt expenses as of the date of this Agreement by the Surviving Corporation from Parent or the Company Indemnified Party pursuant to the Parent Certificate of a request thereforIncorporation, Parent Bylaws, Company Certificate of Incorporation, the Bylaws of the Company or the governing or organizational documents of any Subsidiary of the Company (as applicable); provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, the Parent Certificate of Incorporation, the Parent Bylaws, the Company Certificate of Incorporation or the Bylaws of the Company, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined by a final non-appealable adjudication that such person is not entitled to indemnificationindemnification and (ii) Parent shall, and shall cause its Subsidiaries to, cooperate in the defense of any such matter. In the event that Parent, the Surviving Corporation, the Second Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent, the Surviving Corporation and/or the Second Surviving Entity, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent, the Surviving Corporation and/or the Second Surviving Entity, as applicable, assume the obligations set forth in this Section 6.6.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time (the “Indemnity Period”)Parent, Parent agrees Merger Sub and Merger LLC agree that all rights to indemnificationexculpation or indemnification arising from, reimbursementrelating to or otherwise in respect of, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of any of the Company and the Company Subsidiaries Acquired Companies as provided in their respective certificates of incorporation incorporation, bylaws or bylaws (or comparable other organizational documents) documents shall survive the Merger and the Subsequent Merger and shall continue in full force and effect in accordance with their terms terms. For a period of no less than six (it being agreed that6) years from the Effective Time, with respect to the advancement of expenses, after the Closing such rights shall be mandatory rather than permissive, if applicable). Parent shall cause the certificate of incorporationSurviving Company to, bylaws or other organizational or governing documents of and the Surviving Corporation to contain provisions with respect to indemnificationCompany shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions of each Acquired Company’s certificate of incorporation and exculpation with respect to matters existing bylaws or occurring at or prior to the Effective Time that are no less favorable to the current or former directors and officers similar organizational documents in effect as of the Company and date of this Agreement or in any indemnification agreements of the Company Subsidiaries than those set forth Acquired Companies with any of their respective directors, officers or employees in the Company’s Certificate of Incorporation and Bylaws effect as of the date of this Agreement, which provisions thereafter until the end of the Indemnity Period and shall not be amendedamend, repealed repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors directors, officers or officers employees of any of the Company Acquired Companies; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action. (b) Each of Parent and the Surviving Company Subsidiaries. Without limiting shall, to the foregoingfullest extent permitted under applicable Law, from and after the Effective Time until the end of the Indemnity Period, the Surviving Corporation agrees that it will indemnify and hold harmless (and advance funds in respect of each individual who was prior to or is as of the date foregoing and costs of this Agreement, or who becomes prior to the Effective Time, a defense to) each current and former director or officer of the Company or any of the Company Subsidiaries orAcquired Companies (each, at the request of the Companytogether with such individual’s heirs, of any Joint Venture (the executors or administrators, an “Company Indemnified PartiesParty”), in each case against all any losses, claims, lossesdamages, liabilities, damages, judgments, inquiries, fines fees and fees, costs and expenses, expenses (including reasonable attorneys’ fees and disbursements), incurred judgments, fines and amounts paid in settlement (collectively, “Losses”) in connection with any claim, action, suit actual or proceedingthreatened Action, whether civil, criminal, administrative or investigative, (i) arising out of, relating to or in connection with respect to matters existing the fact that such Indemnified Party is or occurring was an officer, director or fiduciary of any of the Acquired Companies at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement) or (ii) arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, however, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, subject to any limitation imposed from time to time under applicable Law, within 20 Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by a final non-appealable adjudication court of competent jurisdiction that such person Indemnified Party is not entitled to indemnification.indemnification for such expenses. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). 72