Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Each of the Buyer Parties agrees that all rights of the individuals who on or prior to the Closing Date were directors or officers of any of the Target Companies (the “Indemnitees”) to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective Governing Documents of any of the Target Companies as now in effect, and any indemnification Contract of the Target Companies listed on Schedule 8.9(a), in each case which shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of six (6) years from and after the Closing Date. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal Requirement. In addition, Parent, the Target Companies shall, and Buyer shall cause the Target Companies to, provide advancement of any reasonable, documented out-of-pocket expenses of any Indemnitee under this Section 8.9, as incurred to the same extent such Indemnitee has the right of advancement under the applicable Governing Documents of the Target Companies as of the date hereof; provided, that any Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereof. (b) Seller shall purchase, as of the Closing Date and at its sole cost and expense, a tail policy to the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Closing Date with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy, which tail policy shall be effective from the Closing Date through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred prior to the Closing Date against each present or former director and officer of the Target Companies who was, as of the Closing Date, covered by the Company’s officers’ and directors’ liability insurance, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, for the entire tail policy, in excess of one hundred and fifty percent (150%) of the annual premium paid by the Company for such insurance; and, provided, further, that, if the premium of such insurance coverage exceeds such amount, Seller shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) The provisions of this Section 8.9: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her Representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Each of the Buyer Parties Sun agrees that all rights to indemnification, advancement of the individuals who on or prior to the Closing Date were directors or officers of any of the Target Companies (the “Indemnitees”) to indemnification expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as Effective Time now existing in favor of the current or former directors or officers of Ironman and the Ironman Subsidiaries to the fullest extent provided in the by their respective Governing Documents certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of Ironman or any of the Target Companies Ironman Subsidiaries as now in effect, and any indemnification Contract effect as of the Target Companies listed on Schedule 8.9(a), in each case which date of this Agreement shall survive the Closing Date Merger and shall continue in full force and effect in accordance with their terms for terms. (b) In the event that subsequent to the Merger the Surviving Corporation 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, the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.9. (c) For a period of six (6) years from the Effective Time, Sun shall procure that the Surviving Corporation shall maintain in effect the exculpation, indemnification and after advancement of expenses equivalent to the Closing Date. Such rights provisions of the Ironman Certificate of Incorporation with respect to acts or omissions occurring prior to the Effective Time and shall not be amendedamend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal Requirement. In addition, Parent, the Target Companies shall, and Buyer shall cause the Target Companies to, provide advancement thereunder of any reasonable, documented out-of-pocket expenses of any Indemnitee under this Section 8.9, as incurred to the same extent such Indemnitee has the right of advancement under the applicable Governing Documents of the Target Companies as of the date hereof; provided, that any Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereofindemnified Person. (bd) Seller Prior to or at the Effective Time, Ironman shall purchasepurchase a six (6)-year prepaid “tail” policy, as with terms, conditions, retentions and limits of the Closing Date and at its sole cost and expense, a tail policy liability that are substantially equivalent to the Companycoverage provided under Ironman’s current existing policies of directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Closing Date and fiduciary liability insurance, with respect to those persons who are currently covered matters arising on or before the Effective Time (including in connection with this Agreement and the transactions or actions contemplated by this Agreement), and Sun shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Company’s directors’ and officers’ liability insurance policySurviving Corporation; provided, which tail policy however that Ironman shall be effective from the Closing Date through and including the date six (6) years after the Closing Date with respect not pay or agree to claims arising from facts or events that occurred prior to the Closing Date against each present or former director and officer of the Target Companies who was, as of the Closing Date, covered by the Company’s officers’ and directors’ liability insurancepay, and which tail policy the Surviving Corporation shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous thannot be required to pay, in the aggregate, the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, for the entire tail policy, aggregate in excess of one hundred and fifty percent (150%) 300% of the last annual premium paid by Ironman prior to the Company for date of this Agreement in respect of such insurance; and“tail” policy, provided, further, that, and if the premium cost of such insurance coverage exceeds “tail” policy would otherwise exceed such maximum amount, Seller Ironman shall be obligated purchase as much coverage as reasonably practicable up to obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. (ce) The provisions of this Section 8.9: (i) 6.9 shall survive consummation of the Merger and are intended to be for the benefit of, and shall will be enforceable by, each Indemniteecurrent or former director or officer of Ironman, his or her heirs and his or her Representatives; representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Each of From and after the Closing Date, Buyer Parties agrees that all rights of shall indemnify, defend and hold harmless, to the fullest extent permitted under Applicable Law, the individuals who on or prior to the Closing Date were directors directors, officers or officers of any employees of the Target Companies Company, other than those Persons who are not employed by the Company at the Closing (collectively, the “IndemniteesCovered Persons”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company at any time prior to the Closing Date. Buyer agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities Liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective Governing Documents certificate of any incorporation or by-laws or comparable organizational documents of the Target Companies Company as now in effect, and any indemnification Contract agreements or arrangements of the Target Companies listed on Schedule 8.9(a), in each case which Company shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of six (6) years from and after the Closing Dateterms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the IndemniteesCovered Persons, unless such modification is required by Legal RequirementApplicable Law or approved by such Covered Persons. In addition, Parent, the Target Companies shall, and Buyer shall cause the Target Companies to, provide advancement of pay any reasonable, documented out-of-pocket expenses of any Indemnitee Covered Person under this Section 8.97.12, as incurred to the same fullest extent such Indemnitee has permitted under Applicable Law, provided that the right of advancement under the applicable Governing Documents of the Target Companies as of the date hereof; provided, that any Indemnitee Covered Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereofApplicable Law. (b) Seller The Covered Person shall purchasehave the right (but not the obligation) to control the defense of, including the investigation of, any Actions relating to any acts or omissions covered under this Section 7.12 (each, a “Claim”) with counsel selected by the Covered Person; provided, however, that (i) Buyer shall be permitted to participate in the defense of such Claim at its own expense and (ii) Buyer shall not be liable for any settlement effected without its written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Covered Person’s conduct complies with the standards set forth under Applicable Law, the applicable organizational documents of the Company or any indemnification agreements or arrangements of the Company shall be made by independent legal counsel selected by such Covered Person. (d) Each of Buyer and the Covered Person shall cooperate, and shall cause their respective Affiliates to cooperate, in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as of may be reasonably requested in connection therewith. (e) For the six-year period commencing immediately after the Closing Date and at its sole cost and expenseDate, Buyer shall obtain a tail policy to the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Closing Date or obtain a tail policy with respect to those persons who are currently covered by the CompanySeller’s or its Affiliates’ directors’ and officers’ liability insurance policy, policy which tail policy shall be effective from the Closing Date through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred prior to the Closing Date against each present or former director and officer provide for a coverage amount of the Target Companies who was, as of the Closing Date, covered by the Company’s officers’ and directors’ liability insurance, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous thanthan $15,000,000, a retention amount of no more than $250,000 and offer coverage that is otherwise, in the aggregate, no less favorable to such directors and officers than the insurance coverage currently provided which would customarily be maintained by such current policya Person operating a business comparable (in size and scope) to the Company; provided, however, that in no event shall Seller be required to expend, for the entire tail policy, in excess of one hundred and fifty percent (150%) of the annual premium paid by the Company for such insurance; and, provided, further, that, that if the premium of such insurance coverage exceeds such amount, Seller shall be obligated to obtain a policy with the greatest coverage is not available for at a cost not exceeding greater than $300,000, then Buyer shall, or shall cause the Company to, obtain as much coverage as is possible under substantially similar policies for such amountannual premiums as do not exceed $300,000 (unless Seller agrees to treat the amount in excess as a Transaction Expense). (cf) The provisions of this Section 8.9: 7.12 (i) are intended to be for the benefit of, and shall be enforceable by, each IndemniteeCovered Person, his or her heirs and his or her Representativesrepresentatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Each of the Buyer Parties Parent agrees that all rights of the individuals who on or prior to the Closing Date were directors or officers of any of the Target Companies (the “Indemnitees”) to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions or other matter occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, members, managers, employees or agents of Amedisys or any subsidiary of Amedisys (determined as of the Effective Time) (the “Existing Indemnified Parties”) as provided in the organizational documents of Amedisys and any of its subsidiaries or any indemnification contract between such directors or officers and Amedisys (in each case, as in effect on, and, in the case of any indemnification contracts, to the extent made available to Parent prior to, the date of this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the organizational documents of Amedisys and any of its subsidiaries as in effect immediately prior to the Effective Time with respect to acts or omissions or other matters occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Existing Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.4. (b) From and after the Effective Time, Parent agrees that it will cause the Surviving Corporation to indemnify, defend and hold harmless, to the fullest extent permitted under Applicable Law, the current or former directors or officers of Amedisys or any subsidiary of Amedisys (the “D&O Indemnified Parties”) against any costs or expenses (including attorneys’ fees and expenses), amounts paid in settlement, judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Action, in connection with, arising out of or otherwise related to matters existing or occurring or alleged to have occurred prior to or at the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any D&O Indemnified Party, and the Surviving Corporation shall also promptly advance reasonable costs and expenses (including attorney’s fees) as incurred to the fullest extent permitted under Applicable Law (subject to the execution of an undertaking by or on behalf of the D&O Indemnified Party to repay such amount if it shall ultimately be determined, by final judicial decision from a court of competent jurisdiction which there is no further right to appeal, that the D&O Indemnified Party is not entitled to be indemnified under this Section 6.4(b)). In the event of any such actual or alleged Action, Parent and the Surviving Corporation shall cooperate with the D&O Indemnified Party in the defense of any such actual or alleged Action. None of Parent, the Surviving Corporation nor any of their respective affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Action for which indemnification may be sought by an D&O Indemnified Party pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all D&O Indemnified Parties from all liability arising out of such Action. (c) The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to), at its option, (i) during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, maintain in effect Amedisys’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring at or prior to the Closing Date as provided in the respective Governing Documents of any Effective Time on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are equivalent to or more favorable than those of the Target Companies as now in effect, and any indemnification Contract of the Target Companies listed on Schedule 8.9(a), in each case which shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for D&O Insurance or (ii) purchase a period of six (6) years from and after the Closing Date. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal Requirement. In addition, Parent, the Target Companies shall, and Buyer shall cause the Target Companies to, provide advancement of any reasonable, documented out-of-pocket expenses of any Indemnitee under this Section 8.9, as incurred 6)-year prepaid “tail” policy with respect to the same extent such Indemnitee has the right of advancement under the applicable Governing Documents of the Target Companies D&O Insurance from an insurance carrier with a comparable credit rating as of the date hereof; provided, that any Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereof. (b) Seller shall purchase, as of the Closing Date and at its sole cost and expense, a tail policy to the CompanyAmedisys’s current directors’ and officers’ liability insurance covering acts or omissions occurring carrier (the “Tail Policy”). In satisfying its obligations pursuant to the first sentence of this Section 6.4(c), the Surviving Corporation shall not be obligated to (A) pay annual premiums in excess of 300% of the amount paid by Amedisys for coverage for its last full fiscal year prior to the Closing Date with respect to those persons who are currently covered by date hereof for the Company’s directors’ and officers’ liability insurance policy, which tail policy shall be effective from the Closing Date through and including the date six D&O Insurance (6) years after the Closing Date with respect to claims arising from facts or events that occurred prior to the Closing Date against each present or former director and officer of the Target Companies who was, as of the Closing Date, covered by the Company’s officers’ and directors’ liability insurance, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregatesuch 300% amount, the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, “Maximum Premium”) or (B) incur an aggregate cost for the entire tail policy, Tail Policy in excess of one hundred and fifty percent (150%) of the Maximum Premium. If the annual premium paid by the Company for such insurance; and, provided, further, that, if the premium premiums of such insurance coverage for the six-year period exceed the Maximum Premium or the aggregate cost for such Tail Policy exceeds such amountthe Maximum Premium, Seller then the Surviving Corporation shall only be obligated to obtain a policy with the greatest coverage available for a cost an annual premium not exceeding the Maximum Premium or an aggregate cost for such amountTail Policy not exceeding the Maximum Premium from an insurance carrier with the same or better credit rating as Amedisys’s current directors’ and officers’ liability insurance carrier. In lieu of the foregoing obligations, prior to the Effective Time Amedisys may and, at Parent’s request, shall use reasonable best efforts to, purchase the Tail Policy; provided, that the aggregate cost for such Tail Policy shall not exceed the Maximum Premium. If Amedisys purchases the Tail Policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such Tail Policy in full force and effect for a period of no less than six (6) years after the Effective Time and continue to honor its obligations thereunder. (cd) The provisions of covenants contained in this Section 8.9: (i) 6.4 are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her of the D&O Indemnified Parties and their respective heirs and his shall not be deemed exclusive of any other rights to which any such person is entitled, whether pursuant to Applicable Law, contract or her Representatives; otherwise. Nothing contained in this Section 6.4 shall be construed or interpreted to release, waive or impair any other right to director and (ii) are officer liability insurance claims under any policy that is or has been in addition existence with respect to Amedisys and its subsidiaries and the rights contained in this Section 6.4 shall be deemed to be additional to, and not in lieu of or in substitution for, for any claims under any such policies or other rights to indemnification indemnification, advancement or contribution contribution. (e) 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 shall not be the continuing or surviving corporation or entity of such person consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors or assigns of Parent or the Surviving Corporation, as the case may have by Contract or otherwisebe, shall assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) Each of Parent, Sub and the Buyer Parties Surviving Corporation agrees that all rights of it will indemnify, defend and hold harmless the individuals who on current or prior to the Closing Date were former directors or officers of any the Company and its Subsidiaries (including by providing all rights to indemnification, advancement of the Target Companies (the “Indemnitees”) to indemnification expenses and exculpation from liabilities liabilities) for acts or omissions occurring at or prior to the Closing Date Effective Time to the full extent now existing in favor of such persons as provided in the respective Governing Documents certificates of incorporation or bylaws (or comparable organizational documents) of the Company and each of its Subsidiaries. Any and all indemnification or other agreements of the Company or any of its Subsidiaries as in effect on the Target Companies as now date of this Agreement shall be assumed by the Surviving Corporation in effectthe Merger, without further action, at the Effective Time, and any indemnification Contract of the Target Companies listed on Schedule 8.9(a), in each case which shall survive the Closing Date Merger and shall continue in full force and effect in accordance with their terms for a period of six (6) years from terms, and after the Closing Date. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal Requirement. In addition, Parent, the Target Companies Parent shall, and Buyer shall cause the Target Companies Surviving Corporation to, provide advancement of any reasonable, documented out-of-pocket expenses of any Indemnitee comply with and honor the obligations under this Section 8.9, as incurred to the same extent each such Indemnitee has the right of advancement under the applicable Governing Documents of the Target Companies as of the date hereof; provided, that any Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereofagreement. (b) Seller In the event that the Surviving Corporation 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 its properties and assets to any person, or if Parent dissolves the Surviving Corporation then, and in each such case, Parent shall purchasecause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 5.06. (c) Prior to the Closing, Parent shall obtain as of the Closing Date and at its sole cost and expense, Effective Time a tail “tail” insurance policy with a claims period of six years from the Effective Time with respect to the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Closing Date with respect to those persons who are each person currently covered by the Company’s directors’ and officers’ liability insurance policypolicy for acts or omissions occurring prior to the Effective Time on terms that are no less favorable than those of such policy of the Company in effect on the date of this Agreement, which tail policy shall insurance shall, prior to the Closing, be effective from in effect and prepaid for such six-year period; provided, that in the Closing Date through and including event Parent does not obtain such insurance by the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred fifteenth business day prior to the Closing Date against each present or former director (the “Insurance Deadline”), Parent shall notify the Company that is has not obtained such insurance and officer of the Target Companies who was, as of Company shall have the Closing Date, covered by right to obtain such insurance prior to the Company’s officers’ and directors’ liability insurance, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently effective Time; provided by such current policy; provided, however, that in no event shall Seller Parent or the Surviving Corporation be required to expendpay, and in no event shall the Company pay, premiums for insurance under this Section 5.06(c) which in the entire tail policy, in excess of one hundred and fifty percent (150%) aggregate exceed 250% of the annual premium premiums paid by the Company as of the Effective Time for such insurancepurpose; and, provided, further, that, if the premium of such insurance coverage exceeds such amount, Seller provided that Parent shall nevertheless be obligated to obtain provide such coverage, with respect to the entire six-year period following the Effective Time, as may be obtained for such 250% amount. If requested by Parent, the Company shall issue a policy broker of record letter naming the insurance broker selected by Parent to effect such runoff coverage until the Insurance Deadline, and the Company shall provide reasonable cooperation and information requested by Parent with respect to the greatest coverage available for a cost not exceeding procurement of such amountrunoff coverage. (cd) The provisions of this Section 8.9: 5.06 (i) are intended to be for the benefit of, and shall will be enforceable by, each Indemniteeindemnified party, his or her heirs and his or her Representatives; representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Each The Acquirer agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Buyer Parties agrees that all Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Charter Documents of the Compressco Entities existing as of the date of this Agreement, the effect of which would be to affect adversely the rights of any person serving as a member of the board of directors or officer of any Compressco Entity; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with Applicable Law. (b) From and after the Closing Date, Acquirer shall indemnify, defend and hold harmless, to the fullest extent currently permitted (pursuant to the applicable Charter Documents, Applicable Law or contractual right), the individuals who on or prior to the Closing Date were directors directors, officers or officers employees of any of the Target Companies Compressco Entity (each, an “Indemnitee,” and collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Compressco Entities at any time prior to the Closing Date. Acquirer agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective Governing Charter Documents of any of the Target Companies Compressco Entities as now in effect, and any indemnification Contract agreements or arrangements of the Target Companies listed on Schedule 8.9(a), in each case which Compressco Entities shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of six (6) years from and after the Closing Dateterms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal RequirementLaw. In addition, Parent, the Target Companies shall, and Buyer Acquirer shall cause the Target Companies to, provide advancement of pay any reasonable, documented out-of-pocket expenses of any Indemnitee under this Section 8.9, 5.03 as incurred to the same fullest extent such Indemnitee has the right of advancement under currently permitted (pursuant to the applicable Governing Documents of Charter Documents, Applicable Law or contractual right), provided that the Target Companies as of the date hereof; provided, that any Indemnitee person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereofApplicable Law. (bc) Seller Parent shall purchase, as of the Closing Date maintain director and at its sole cost and expense, a tail policy to the Company’s current directors’ and officers’ officer liability insurance covering acts or omissions occurring prior coverage within its insurance program to the Closing Date with respect to those persons who are currently covered by the Company’s directors’ cover claims during a period of six years from and officers’ liability insurance policy, which tail policy shall be effective from the Closing Date through and including the date six (6) years after the Closing Date with respect to claims arising from facts acts or events that omissions occurring or alleged to have occurred prior to the Closing Date against each present that were committed or former director and alleged to be committed by any person serving as a member of the board of directors or officer of the Target Companies who was, any Compressco Entity as of the Closing Date, covered by the Company’s officers’ Execution Date and directors’ liability insurance, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, for the entire tail policy, in excess of one hundred and fifty percent (150%) any former member of the annual premium paid by the Company for such insurance; and, provided, further, that, if the premium board of such insurance coverage exceeds such amount, Seller shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountdirectors or officer of any Compressco Entity. (cd) The provisions of this Section 8.95.03: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her Representativesrepresentatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (e) In the event that the General Partner or any MLP Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assigns, as the case may be, assumes the obligations set forth in this Section 5.03.

Indemnification, Exculpation and Insurance. (a) Each All rights to indemnification, advancement of the Buyer Parties agrees that all rights of the individuals who on or prior to the Closing Date were directors or officers of any of the Target Companies (the “Indemnitees”) to indemnification expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date Effective Time now existing in favor of the current or former directors or officers of the Company Entities as provided in the their respective Governing Documents certificates of any of the Target Companies as now in effect, incorporation or by-laws (or comparable organizational documents) and any indemnification Contract or other agreements of the Target Companies listed Company (as in effect on Schedule 8.9(a)the Agreement Date) shall be assumed by the Surviving Corporation in the Merger, in each case which without further action, at the Effective Time, and shall survive the Closing Date Merger and shall continue in full force and effect in accordance with their terms for a period of six (6) years from terms, and after the Closing Date. Such rights shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal Requirement. In addition, Parent, the Target Companies shall, and Buyer shall cause the Target Companies to, provide advancement any right thereunder of any reasonablesuch indemnified party. From and after the Effective Time, documented out-of-pocket expenses of any Indemnitee under this Section 8.9, as incurred Parent and the Surviving Corporation shall be jointly and severally liable to the same extent pay and perform in a timely manner such Indemnitee has the right of advancement under the applicable Governing Documents of the Target Companies as of the date hereof; provided, that any Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereofindemnification obligations. (b) Seller If the Surviving Corporation 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 its properties and assets to any Person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall purchase, as cause proper provision to be made so that the successors and assigns of the Closing Date and at its sole cost and expenseSurviving Corporation assume the obligations set forth in this Section 6.4. (c) In consideration of the consummation of the Transactions as described in this Agreement, a tail policy to from the Effective Time through the fifth anniversary of the Effective Time (such period, the “Tail Period”), Parent shall, or shall cause the Surviving Corporation to, maintain in effect the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Closing Date with respect to those persons who are currently each Person covered by the Company’s directors’ and officers’ liability insurance policy, which tail policy shall be effective from as of the Closing Agreement Date through and including for acts or omissions occurring prior to the date six (6) years after the Closing Date Effective Time on terms with respect to claims arising from facts such coverage and amounts no less favorable in the aggregate than those of such policy in effect on the Agreement Date; provided that Parent or events that occurred the Surviving Corporation may (i) substitute therefor policies of any reputable insurance company or (ii) satisfy its obligation under this Section 6.4(c) by causing the Company to obtain, on or prior to the Closing Date against each present or former director and officer of the Target Companies who was, as of the Merger Closing Date, covered by the Company’s prepaid (or “tail”) directors’ and officers’ and directors’ liability insuranceinsurance policy at Parent’s expense, and which tail policy shall contain substantially in each case, the same material terms of which, including coverage and amounts asamount, and contain terms and conditions are no less advantageous than, in favorable to such directors and officers than the aggregate, the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, for the entire tail policy, in excess of one hundred and fifty percent (150%) of the annual premium paid by the Company for such insurance; and, provided, further, that, if the premium of such insurance coverage exceeds such amount, Seller shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountotherwise required under this Section 6.4(c). (cd) The provisions of this Section 8.9: 6.4 are (i) are intended to be for the benefit of, and shall be enforceable by, each Indemniteeindemnified party, his or her heirs and his or her Representatives; representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise; provided, that pursuant to Section 6.4(b), there shall be no obligation by Parent or the Company to create a trust to satisfy indemnification obligations under indemnification agreements between the Company and certain current and former officers and directors.

Indemnification, Exculpation and Insurance. (a) Each of the Buyer Parties Purchaser agrees that all rights of the individuals who on or prior to the Closing Date were directors or officers of any of the Target Companies (the “Indemnitees”) to indemnification and exculpation from liabilities for acts or omissions occurring at prior to or as of the Closing Date now existing in favor of the managers and officers of the Company who were, as of and prior to the Closing Date, covered by the officers’ and directors’ liability insurance policies of the Company with respect to actions and omissions occurring prior to and on the Closing Date and under the Company’s governance documents (collectively, the “D&O Indemnitees”) as provided in the their respective Governing Documents of any of the Target Companies as now in effect, and any indemnification Contract of the Target Companies listed on Schedule 8.9(a), in each case which organizational documents shall survive the Closing Date transactions contemplated by this Agreement and be obligations of the Company and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from and after the Closing Date. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal Requirement. In addition, Parent, the Target Companies shall, and Buyer shall cause the Target Companies to, provide advancement of any reasonable, documented out-of-pocket expenses of any Indemnitee under this Section 8.9, as incurred to the same extent such Indemnitee has the right of advancement under the applicable Governing Documents of the Target Companies as of the date hereof; provided, that any Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereof. (b) Seller Purchaser shall purchaseobtain, as of the Closing Date and at its Seller’s sole cost and expense, a tail policy to the Company’s current directorsan officers’ and officersdirectors’ liability insurance covering acts or omissions occurring prior to the Closing Date with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance tail policy, which tail policy shall be effective from the Closing Date through and including the date six (6) years after the Closing Date with provide coverage in respect to of claims arising from facts or events that occurred on or prior to the Closing Date against each present for a period of at least six (6) years commencing from the Closing Date, for the D&O Indemnitees, on terms which are no less favorable to the D&O Indemnitees than the terms of such current insurance in effect for the Company prior to the Closing. In the event that any D&O Indemnitees is or former director would have been entitled to coverage under such tail policy pursuant to this Section 7.2(b) and officer of such policy has been terminated by the Target Companies who wasCompany or Purchaser, Purchaser shall pay, or shall cause the Company to pay, such D&O Indemnitees such amounts and provide any other coverage or benefits as they would have received pursuant to such tail policy. (c) From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, covered by Purchaser shall, or shall cause the Company’s officers’ and directors’ liability insuranceCompany to, and which tail policy shall cause (i) the organizational documents of the Company to contain substantially the same coverage and amounts as, and contain terms and conditions provisions no less advantageous than, favorable to the D&O Indemnitees with respect to limitation of liabilities to the beneficiaries of such provisions than are set forth as of the date of this Agreement in the aggregate, Company LLC Agreement and (ii) the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, for the entire tail policy, in excess certificate of one hundred formation and fifty percent (150%) operating agreement or comparable organizational documents of the annual premium paid by Company to retain the current provisions set forth as of the date of this Agreement in the certificate of formation of the Company for and in the Company LLC Agreement regarding indemnification of directors, officers, employees and agents, which provisions in each case shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the D&O Indemnitees unless such insurance; and, provided, further, that, if the premium of such insurance coverage exceeds such amount, Seller shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountmodification is required by applicable Law. (cd) The provisions of this Section 8.97.2: (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee, his or her heirs and his or her Representativesrepresentatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (e) In the event that Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Purchaser shall assume all of the obligations thereof set forth in this Section 7.2. (f) The obligations of Purchaser under this Section 7.2 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 7.2 applies without the Consent of the affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitees to whom this Section 7.2 applies shall be third party beneficiaries of this Section 7.2).

Indemnification, Exculpation and Insurance. (a) Each of the Buyer Parties Parent agrees that all rights of the individuals who on or prior to the Closing Date were directors or officers of any of the Target Companies (the “Indemnitees”) to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions or other matter occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, members, managers, employees or agents of Amedisys or any subsidiary of Amedisys (determined as of the Effective Time) (the “Existing Indemnified Parties”) as provided in the organizational documents of Amedisys and any of its subsidiaries or any indemnification contract between such directors or officers and Amedisys (in each case, as in effect on, and, in the case of any indemnification contracts, to the extent made available to Parent prior to, the date of this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the organizational documents of Amedisys and any of its subsidiaries as in effect immediately prior to the Effective Time with respect to acts or omissions or other matters occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Existing Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.4. (b) From and after the Effective Time, Parent agrees that it will cause the Surviving Corporation to indemnify, defend and hold harmless, to the fullest extent permitted under Applicable Law, the current or former directors or officers of Amedisys or any subsidiary of Amedisys (the “D&O Indemnified Parties”) against any costs or expenses (including attorneys’ fees and expenses), amounts paid in settlement, judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Action, in connection with, arising out of or otherwise related to matters existing or occurring or alleged to have occurred prior to or at the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any D&O Indemnified Party, and the Surviving Corporation shall also promptly advance reasonable costs and expenses (including attorney’s fees) as incurred to the fullest extent permitted under Applicable Law (subject to the execution of an undertaking by or on behalf of the D&O Indemnified Party to repay such amount if it shall ultimately be determined, by final judicial decision from a court of competent jurisdiction which there is no further right to appeal, that the D&O Indemnified Party is not entitled to be indemnified under this Section 6.4(b)). In the event of any such actual or alleged Action, Parent and the Surviving Corporation shall cooperate with the D&O Indemnified Party in the defense of any such actual or alleged Action. None of Parent, the Surviving Corporation nor any of their respective affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Action for which indemnification may be sought by an D&O Indemnified Party pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all D&O Indemnified Parties from all liability arising out of such Action. (c) The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to), at its option, (i) during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, maintain in effect Amedisys’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring at or prior to the Closing Date as provided in the respective Governing Documents of any Effective Time on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are equivalent to or more favorable than those of the Target Companies as now in effect, and any indemnification Contract of the Target Companies listed on Schedule 8.9(a), in each case which shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for D&O Insurance or (ii) purchase a period of six (6) years from and after the Closing Date. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal Requirement. In addition, Parent, the Target Companies shall, and Buyer shall cause the Target Companies to, provide advancement of any reasonable, documented out-of-pocket expenses of any Indemnitee under this Section 8.9, as incurred 6)-year prepaid “tail” policy with respect to the same extent such Indemnitee has the right of advancement under the applicable Governing Documents of the Target Companies D&O Insurance from an insurance carrier with a comparable credit rating as of the date hereof; provided, that any Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereof. (b) Seller shall purchase, as of the Closing Date and at its sole cost and expense, a tail policy to the CompanyAmedisys’s current directors’ and officers’ liability insurance covering acts or omissions occurring carrier (the “Tail Policy”). In satisfying its obligations pursuant to the first sentence of this Section 6.4(c), the Surviving Corporation shall not be obligated to (A) pay annual premiums in excess of 300% of the amount paid by Amedisys for coverage for its last full fiscal year prior to the Closing Date with respect to those persons who are currently covered by date hereof for the Company’s directors’ and officers’ liability insurance policy, which tail policy shall be effective from the Closing Date through and including the date six D&O Insurance (6) years after the Closing Date with respect to claims arising from facts or events that occurred prior to the Closing Date against each present or former director and officer of the Target Companies who was, as of the Closing Date, covered by the Company’s officers’ and directors’ liability insurance, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregatesuch 300% amount, the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, “Maximum Premium”) or (B) incur an aggregate cost for the entire tail policy, Tail Policy in excess of one hundred and fifty percent (150%) of the Maximum Premium. If the annual premium paid by the Company for such insurance; and, provided, further, that, if the premium premiums of such insurance coverage for the six-year period exceed the Maximum Premium or the aggregate cost for such Tail Policy exceeds such amountthe Maximum Premium, Seller then the Surviving Corporation shall only be obligated to obtain a policy with the greatest coverage available for a cost an annual premium not exceeding the Maximum Premium or an aggregate cost for such amountTail Policy not exceeding the Maximum Premium from an insurance carrier with the same or better credit rating as Amedisys’s current directors’ and officers’ liability insurance carrier. In lieu of the foregoing obligations, prior to the Effective Time Amedisys may and, at Parent’s request, shall use reasonable best efforts to, purchase the Tail Policy; provided, that the aggregate cost for such Tail Policy shall not exceed the Maximum Premium. If Amedisys purchases the Tail Policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such Tail Policy in full force and effect for a period of no less than six (6) years after the Effective Time and continue to honor its obligations thereunder. (cd) The provisions of covenants contained in this Section 8.9: (i) 6.4 are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her of the D&O Indemnified Parties and their respective heirs and his shall not be deemed exclusive of any other rights to which any such person is entitled, whether pursuant to Applicable Law, contract or her Representatives; otherwise. Nothing contained in this Section 6.4 shall be construed or interpreted to release, waive or impair any other right to director and (ii) are officer liability insurance claims under any policy that is or has been in addition existence with respect to Amedisys and its subsidiaries and the rights contained in this Section 6.4 shall be deemed to be additional to, and not in lieu of or in substitution for, for any claims under any such policies or other rights to indemnification indemnification, advancement or contribution contribution. (e) 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 shall not be the continuing or surviving corporation or entity of such person consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors or assigns of Parent or the Surviving Corporation, as the case may have by Contract or otherwisebe, shall assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. For the six (a6) Each year period commencing immediately after the Closing Date, Buyer shall cause each of Intermediate LLC, the Buyer Parties agrees that all rights Company, the Subsidiaries and any of their successors or assigns to, indemnify, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors directors, managers or officers of any of the Target Companies such entities (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of Seller, Intermediate LLC, the Company or any of the Subsidiaries at any time prior to the Closing Date. Buyer agrees, for and on behalf of itself, Intermediate LLC, the Company, the Subsidiaries or any of their successors or assigns, that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective Governing Organizational Documents of any of the Target Companies such entities as now in effect, and any indemnification Contract agreements or arrangements of or on behalf of Intermediate LLC, the Company or any of the Target Companies listed on Schedule 8.9(a)Subsidiaries, in each case which shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of six (6) years from and after the Closing Dateterms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Legal RequirementLaw. In addition, Parent, the Target Companies Buyer shall, and Buyer shall cause Intermediate LLC, the Target Companies toCompany, provide advancement of or the Subsidiaries, as applicable, to pay any reasonable, documented out-of-pocket expenses of any Indemnitee under this Section 8.97.4, as incurred to the same fullest extent such Indemnitee has permitted under applicable Law, provided that the right of advancement under the applicable Governing Documents of the Target Companies as of the date hereof; provided, that any Indemnitee Person to whom expenses are advanced provides an undertaking to repay such advances if it shall ultimately be determined that such Indemnitee is not entitled to the extent required be indemnified by applicable Legal Requirement or the applicable Governing Documents in effect as of the date hereof. (b) Seller shall purchase, as of the Closing Date and at its sole cost and expense, a tail policy to the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Closing Date with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy, which tail policy shall be effective from the Closing Date through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred prior to the Closing Date against each present or former director and officer of the Target Companies who was, as of the Closing Date, covered by the Company’s officers’ and directors’ liability insurance, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregateIntermediate LLC, the coverage currently provided by such current policy; provided, however, that in no event shall Seller be required to expend, for the entire tail policy, in excess Company or any of one hundred and fifty percent (150%) of the annual premium paid by the Company for such insurance; and, provided, further, that, if the premium of such insurance coverage exceeds such amount, Seller shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountits Subsidiaries. (c) The provisions of this Section 8.9: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her Representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.