Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any 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, Parent shall, or shall cause each of MTR and the Company to, indemnify and hold harmless each present (as of the Effective Time) and former officer, director, manager or employee of MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, director, manager or employee of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) 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 hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and applicable MTR’s certificate of incorporation, MTR’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 Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or MTR or the Company, as applicable, to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking to repay such advances if it is ultimately determined that such 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) Without limiting any additional rights that any employee may have under any agreement or Company PlanFrom and after the Initial Holdco Merger Effective Time, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or MVW shall cause each of MTR and the Company to, indemnify and hold harmless each present (individual who is as of the date of this Agreement, or who becomes prior to the Initial Holdco Merger Effective Time) and , a current or former officer, director, manager director or employee officer of MTR and ILG or any of its Subsidiaries and each present (subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Initial Holdco Merger Effective Time) and , serving at the request of ILG, as applicable, or any of its subsidiaries as a current or former officer, director, manager director or employee officer of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative another person (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”)disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) 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 Initial Holdco Merger Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of ILG or any of its subsidiaries or is or was serving at the request of ILG or any 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 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 and applicable MTR’s certificate as such Indemnified Parties are indemnified as of incorporation, MTR’s bylawsthe date of this Agreement by ILG pursuant to the ILG Charter, the Company Charter ILG Bylaws or the comparable organizational documents of any subsidiary of ILG, as applicable, and Company Operating Agreement each any indemnification agreements with directors and officers of ILG in existence as at of the date hereof (collectively, the “Constituent Documents”)of this Agreement. In the event of any such Actionclaim, action, suit or proceeding, (Ai) each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any Action such claim, action, suit or proceeding from Parent or MTR MVW to the same 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, the ILG Bylaws or the Companycomparable organizational documents of any subsidiary of ILG, as applicable, to and any indemnification agreements with directors and officers of ILG in existence as of the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days date of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request thereforthis Agreement; provided, provided that any Person person to whom expenses are advanced provides an unsecured 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 that such Person person is not entitled to indemnification, indemnification and (Bii) 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 consentsMVW shall, and (C) MTR and the Companyshall cause its subsidiaries to, as applicable, shall cooperate in the defense of any such matter. Parent In the event that MVW or any of its successors or assigns (i) consolidates with or merges into any other person and MTRis 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, or then, and in each such case, MVW shall cause proper provision to be made so that the Company, as applicable, shall be jointly successors and severally liable for assigns of MVW assume the obligation to provide indemnification to the Indemnified Partiesobligations set forth in this Section 5.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or HoldCo shall cause each of MTR and the Company to, indemnify and hold harmless each present (individual who is as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, director, manager a director or employee officer of MTR and its Subsidiaries and each present (Diamond or Orion or any of their subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time) and former officer, directorserving at the request of Diamond or Orion, manager as applicable, or employee any of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative their respective subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”)disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) 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 hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of Diamond or Orion, as applicable, or any of their respective subsidiaries or is or was serving at the request of Diamond or Orion, as applicable, or any of their respective subsidiaries as a director or officer of another 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 and applicable MTR’s certificate as such Indemnified Parties are indemnified as of incorporation, MTR’s bylawsthe date of this Agreement by Diamond pursuant to the Diamond Certificate of Incorporation, the Company Charter 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 Company Operating Agreement each any indemnification agreements in existence as at of the date hereof (collectively, the “Constituent Documents”)of this Agreement. In the event of any such Actionclaim, action, suit or proceeding, (Ai) each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any Action such claim, action, suit or proceeding from Parent or MTR HoldCo to the same 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, the By-laws of Diamond or the Companygoverning 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 subsidiary of Orion, as applicable, to and any indemnification agreements in existence as of the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days date of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request thereforthis Agreement; provided, provided that any Person person to whom expenses are advanced provides an unsecured 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 that such Person person is not entitled to indemnification, indemnification and (Bii) 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 consentsHoldCo shall, and (C) MTR and the Companyshall cause its subsidiaries to, as applicable, shall cooperate in the defense of any such matter. Parent 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 MTRis 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, or the Companythen, and in each such case, HoldCo, Orion Surviving Corporation and/or Diamond Surviving Corporation, as applicable, shall cause proper provision to be jointly made so that the successors and severally liable for assigns of HoldCo, Orion Surviving Corporation and/or Diamond Surviving Corporation, as applicable, assume the obligation to provide indemnification to the Indemnified Partiesobligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or shall cause each of MTR and the Company to, Surviving Corporation to indemnify and hold harmless each present (individual who is as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, director, manager a director or employee officer of MTR and the Company or any of its Subsidiaries and each present (subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time) and former officer, director, manager or employee serving at the request of the Company and or any of its Subsidiaries, the Member Representative and the Stockholders Representative subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”)disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) 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 hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director or officer of another person 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 and applicable MTR’s certificate as such Indemnified Parties are indemnified as of incorporation, MTR’s bylawsthe date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, the Bylaws of the Company Charter or the governing or organizational documents of any subsidiary of the Company and Company Operating Agreement each any indemnification agreements in existence as at of the date hereof (collectively, the “Constituent Documents”)of this Agreement. In the event of any such Actionclaim, action, suit or proceeding, (Ai) each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any Action such claim, action, suit or proceeding from the Surviving Corporation or Parent or MTR to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, the Bylaws of the Company or the Company, as applicable, to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days governing or organizational documents of receipt by Parent or MTR or any subsidiary of the Company, as applicable, from the Indemnified Party of a request therefor; provided, provided that any Person person to whom expenses are advanced provides an unsecured 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 that such Person person is not entitled to indemnification, indemnification and (Bii) 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 consentsParent shall, and (C) MTR and the Companyshall cause its subsidiaries to, as applicable, shall cooperate in the defense of any such matter. In the event that Parent and MTR, or the CompanySurviving 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 jointly made so that the successors and severally liable for assigns of Parent and/or the obligation to provide indemnification to Surviving Corporation, as applicable, assume the Indemnified Partiesobligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company PlanFrom and after the Closing Effective Time, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or HoldCo shall cause each of MTR and the Company to, indemnify and hold harmless each present (individual who is as of the date of this Agreement, or who becomes prior to the Closing Effective Time) and former officer, director, manager a director or employee officer of MTR and its Copper or the Copper General Partner or Steel or any of their Subsidiaries and each present (or who is as of the date of this Agreement, or who thereafter commences prior to the Closing Effective Time) and former officer, directorserving at the request of Copper or Steel, manager as applicable, or employee any of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative their respective Subsidiaries as a director or officer of another Person (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”)disbursements, incurred in connection with any claim, Action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) 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 Closing Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of Copper or the Copper General Partner or Steel, as applicable, or any of their respective Subsidiaries or is or was serving at the request of Copper or Steel, as applicable, or any of their respective Subsidiaries as a director, officer or 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 and applicable MTR’s certificate as such Indemnified Parties are indemnified as of incorporationthe 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, MTR’s bylawsor by Steel pursuant to the Steel Certificate of Incorporation, the Company Charter and Company Operating Agreement each By-laws of Steel or the governing organizational documents of any Subsidiary of Steel, as at applicable, or any indemnification agreements in existence as of the date hereof (collectively, the “Constituent Documents”)of this Agreement. In the event of any such claim, Action, suit or proceeding, (Ai) each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any Action such claim, Action, suit or proceeding from Parent or MTR HoldCo to the same 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 Companygoverning or organizational documents of any Subsidiary of Copper or the Copper General Partner, or by Steel pursuant to the Steel Certificate of Incorporation, the By-laws of Steel or the governing or organizational documents of any Subsidiary of Steel, as applicable, to and any indemnification agreements in existence as of the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days date of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request thereforthis Agreement; provided, that any Person to whom expenses are advanced provides an unsecured 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 that such Person is not entitled to indemnification, indemnification and (Bii) 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 consentsHoldCo shall, and (C) MTR and the Companyshall cause its Subsidiaries to, as applicable, shall cooperate in the defense of any such matter. Parent 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 MTRis 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 the CompanyCopper Surviving Entity, as applicable, shall cause proper provision to be jointly made so that the successors and severally liable for assigns of HoldCo or Copper Surviving Entity, as applicable, assume the obligation to provide indemnification to the Indemnified Partiesobligations set forth in this Section 8.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any 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, Parent shall, or shall cause each of MTR and the Company Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer, director, manager officer or employee of MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, director, manager or employee director of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative Subsidiaries (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any pending or threatened Action, whether civil, criminal, administrative or investigative, arising out of or of, pertaining to or by reason of (i) the fact that the Indemnified Party is or was an officer, officer director, manager, employee, fiduciary or agent of MTR, the Company or any of their respective 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 hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and applicable MTR’s certificate of incorporation, MTR’s bylaws, the Company Charter and Company Operating Agreement each Bylaws as at of the date hereof or (collectively, iii) in connection with the “Constituent Documents”)enforcement of any Indemnified Party’s rights under this Section 5.13 by such Indemnified Party or his or her heirs or legal representatives. In the event of any such pending or threatened Action, including any such Action to enforce any Indemnified Party’s rights under this Section 5.13, (A) each Indemnified Party shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in the defense of any connection with such Action from Parent or MTR or and the Company, as applicable, Surviving Corporation to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days Company Charter and Company Bylaws as of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request therefordate hereof; provided, that any Person to whom expenses are advanced provides an unsecured 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 that such Person is not entitled to indemnificationindemnification under this Agreement or any Law, Contract or other source for which indemnification may be available, (B) none of Parent, MTR or neither Parent nor the Company 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 consentsconsents in writing (such consent not to be unreasonably withheld), and (C) MTR the Surviving Corporation and the Company, as applicable, Indemnified Party shall reasonably 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) Without limiting any additional rights that any employee may have under any agreement or Company PlanFrom and after the Initial Holdco Merger Effective Time, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or Marriott shall cause each of MTR and the Company to, indemnify and hold harmless each present (individual who is as of the date of this Agreement, or who becomes prior to the Initial Holdco Merger Effective Time) and former officer, director, manager a director or employee officer of MTR and Starwood or any of its Subsidiaries and each present (subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Initial Holdco Merger Effective Time) and former officer, directorserving at the request of Starwood, manager as applicable, or employee any of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”)disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) 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 Initial Holdco Merger Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of Starwood or any of its subsidiaries or is or was serving at the request of Starwood or any 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 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 and applicable MTR’s certificate as such Indemnified Parties are indemnified as of incorporation, MTR’s bylawsthe date of this Agreement by Starwood pursuant to the Starwood Charter, the Company Charter Starwood By-laws or the governing organizational documents of any subsidiary of Starwood, as applicable, and Company Operating Agreement each any indemnification agreements with directors and officers of Starwood in existence as at of the date hereof (collectively, of this Agreement and listed in Section 5.4(a) of the “Constituent Documents”)Starwood Disclosure Letter. In the event of any such Actionclaim, action, suit or proceeding, (Ai) each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any Action such claim, action, suit or proceeding from Parent or MTR Marriott to the same 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, the Starwood By-laws or the Companygoverning or organizational documents of any subsidiary of Starwood, as applicable, to and any indemnification agreements with directors and officers of Starwood in existence as of the fullest extent permitted under applicable Law date of this Agreement and listed in Section 5.4(a) of the applicable Constituent Documents, within ten (10) Business Days of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request thereforStarwood Disclosure Letter; provided, provided that any Person person to whom expenses are advanced provides an unsecured 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 that such Person person is not entitled to indemnification, indemnification and (Bii) 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 consentsMarriott shall, and (C) MTR and the Companyshall cause its subsidiaries to, as applicable, shall cooperate in the defense of any such matter. Parent 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 MTRis 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 CompanySurviving Corporation, as applicable, shall cause proper provision to be jointly made so that the successors and severally liable for assigns of Marriott or the obligation to provide indemnification to Surviving Corporation, as applicable, assume the Indemnified Partiesobligations set forth in this Section 5.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or and shall cause each of MTR and the Company Surviving Corporation to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent Table of Contents shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (as and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) and former officer, director, manager or employee of MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, director, manager or employee of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative (collectively, the “Indemnified Parties”), as applicable against all claimsany costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, liabilitiesclaims, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining related to (i) the fact that the such Indemnified Party is or was an officer, Party’s service as a director, manager, employee, fiduciary officer or agent employee of MTR, the Company or any of their respective its Subsidiaries or (ii) matters existing services performed by such persons at the request of the Company or occurring its Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the Charter Amendment and the transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.10 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the fullest extent permitted under contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Law and Subsidiary of the Company) or applicable MTR’s certificate indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of incorporation, MTR’s bylawsthe indemnification obligations set forth in this Section 5.10, the Company Charter and Company Operating Agreement each as at the date hereof (collectively, the “Constituent Documents”). In the event of any Person who is requesting such Action, (A) each Indemnified Party advance shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or MTR or the Company, as applicable, to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) none indemnification in respect 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 matter for 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 Partiesadvance was made.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or shall cause each of MTR and the Company to, Surviving Corporation to indemnify and hold harmless each present (individual who is as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, director, manager a director or employee officer of MTR and the Company or any of its Subsidiaries and each present (subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time) and former officer, director, manager or employee serving at the request of the Company and or any of its Subsidiaries, the Member Representative and the Stockholders Representative subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”)disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) 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 hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director or officer of another person 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 and applicable MTR’s certificate as such Indemnified Parties are indemnified as of incorporation, MTR’s bylawsthe date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, the Bylaws of the Company Charter or the governing or organizational documents of any subsidiary of the Company and Company Operating Agreement each any indemnification agreements in existence as at of the date hereof (collectively, the “Constituent Documents”)of this Agreement. In the event of any such Actionclaim, action, suit or proceeding, (Ai) each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any Action such claim, action, suit or proceeding from the Surviving Corporation or Parent or MTR to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, the Bylaws of the Company or the Company, as applicable, to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days governing or organizational documents of receipt by Parent or MTR or any subsidiary of the Company, as applicable, from the Indemnified Party of a request therefor; provided, provided that any Person person to whom expenses are advanced provides an unsecured 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 that such Person person is not entitled to indemnification, indemnification and (Bii) 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 consentsParent shall, and (C) MTR and the Companyshall cause its subsidiaries to, as applicable, shall cooperate in the defense of any such matter. In the event that Parent and MTR, or the CompanySurviving 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 jointly made so that the successors and severally liable for assigns of Parent and/or the obligation to provide indemnification to Surviving Corporation, as applicable, assume the Indemnified Partiesobligations set forth in this ‎Section 6.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or and shall cause each of MTR the Company and the Company Surviving Corporation to, (i) indemnify and hold harmless each present (as of individual who at the Effective Time) and former officerTime is, director, manager or employee of MTR and its Subsidiaries and each present (as of at any time prior to the Effective Time) and former officerTime was, director, manager a director or employee officer of the Company and its Subsidiariesor of a Subsidiary of the Company (each, the Member Representative and the Stockholders Representative (an “Indemnitee” and, collectively, the “Indemnified PartiesIndemnitees”), as applicable against ) with respect to all claims, liabilities, losses, liabilities, damages, judgments, inquiriesfines, fines and reasonable feespenalties, costs (including amounts paid in settlement or compromise) and expenses, expenses (including attorneys’ fees and disbursements (collectively, “Costs”), incurred expenses of legal counsel) in connection with any Actionclaim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of of, in whole or pertaining to in part, (iA) the fact that an Indemnitee was a director or officer of the Indemnified Party is Company or was 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, managerofficer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or agent of MTR(B), at, or at any time prior to, the Company Effective Time (including any claim, suit, action, proceeding or any of their respective Subsidiaries investigation relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent permitted under applicable Law, and (ii) matters existing assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (including x) the Company’s certificate of incorporation and by-laws and the organizational documents of such Subsidiaries as currently in effect and (y) 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 respective terms. Without limiting the transactions foregoing, Parent, from and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, shall cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company’s certificate of incorporation and by-laws, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Effective Time, Parent shall, and shall cause the Company and the Surviving Corporation to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 7.7 (including in connection with enforcing the indemnity and other obligations referred to in this Section 7.7) as incurred to the fullest extent permitted under applicable Law and applicable MTR’s certificate of incorporationLaw, MTR’s bylaws, provided that the Company Charter and Company Operating Agreement each as at the date hereof (collectively, the “Constituent Documents”). In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or MTR or the Company, as applicable, to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request therefor; provided, that any Person person to whom expenses are advanced provides an unsecured undertaking to repay such advances if it is ultimately determined that such 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 extent required 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 Partiesapplicable Law.

Indemnification, Exculpation and Insurance. (a) 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 occursoccurs (the “Indemnification Period”), Parent shall, or and shall cause each of MTR and the Company Surviving Corporation to, indemnify and hold harmless each present current (as of the Effective Time) and each former officer, director, manager officer or employee of MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, director, manager or employee director of the Company and or any of its Subsidiaries, the Member Representative and the Stockholders Representative Subsidiaries (collectively, the “Indemnified Parties”), as applicable from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, amounts paid in settlement, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”), ) incurred in connection with any Action, whether civil, criminal, administrative or investigative, directly or indirectly arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director, manager, employee, director or fiduciary or agent of MTR, the an Acquired 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 hereby)by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, to the fullest same extent permitted provided under applicable Law and applicable MTR’s certificate of incorporation, MTR’s bylaws, the Company Charter and Company Operating Agreement each Constituent Documents (or, as at relevant, those of the applicable Subsidiary of the Company) as of the date hereof (collectively, of this Agreement and any Contracts existing between any Indemnified Party and an Acquired Company as of the “Constituent Documents”)date of this Agreement. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or MTR or the Surviving Corporation 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 superior rights contained in the Company Constituent Documents (or, as applicablerelevant, to the fullest extent permitted under applicable Law and those of the applicable Constituent Documents, within ten (10) Business Days Subsidiary of receipt by Parent or MTR or the Company) or applicable indemnification agreements to which any Acquired Company is a party), as applicableprior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.9, from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such 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) Without limiting any additional other rights that any employee Indemnified Person may have under pursuant to any employment agreement or Company Planindemnification agreement in effect on the date hereof or otherwise, from the Effective Time through and until the sixth six year anniversary of the date on which the Effective Time occursTime, Parent shallR&M shall indemnify, or shall cause each of MTR and the Company to, indemnify defend and hold harmless each present (as Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time) and former officer, director, manager a director or employee officer of MTR and T-3 or any of its Subsidiaries and each present or who act as a fiduciary under any T-3 Benefit Plan (as of the Effective Time) and former officer, director, manager or employee of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative (collectively, the “Indemnified PartiesPersons”), as applicable ) against all claims, losses, liabilitiesclaims, damages, judgmentscosts, inquiriesfines, fines penalties, expenses (including reasonable attorneys’ and reasonable fees, costs and expenses, including attorneysother professionals’ fees and disbursements (collectively, “Costs”expenses), liabilities or judgments or amounts that are paid in settlement (with the approval of the indemnifying party, which approval shall not be unreasonably withheld, delayed or conditioned), of or incurred in connection with any Actionthreatened or actual claim, whether civilaction, criminalsuit, administrative proceeding or investigative, arising out investigation to which such Indemnified Person is a party by reason of or pertaining to (i) the fact that the Indemnified Party such Person is or was an a director or officer of T-3 or any of its Subsidiaries, a fiduciary under any T-3 Benefit Plan or is or was serving at the request of T-3 or any of its Subsidiaries (as described in Section 6.06 of the T-3 Disclosure Letter) as a director, officer, director, manager, employee, fiduciary employee or agent of MTRanother corporation, the Company partnership, limited liability company, joint venture, trust or any of their respective Subsidiaries or (ii) matters other enterprise existing or occurring at or prior to or at the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at 46 or after the Effective TimeTime (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent permitted under applicable Law (and applicable MTR’s certificate R&M shall pay expenses incurred in connection therewith in advance of incorporation, MTR’s bylaws, the Company Charter and Company Operating Agreement each as at the date hereof (collectively, the “Constituent Documents”). In the event final disposition of any such Actionclaim, (A) action, suit, proceeding or investigation to each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or MTR or the Company, as applicable, Person to the fullest extent permitted under applicable Law Law, subject to delivery to R&M of an undertaking as hereinafter provided). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought or threatened to be brought against any Indemnified Persons (whether arising before or after the Effective Time): (i) the Indemnified Persons may retain T-3’s regularly engaged legal counsel or other counsel satisfactory to them, R&M shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons promptly as statements therefor are received, and (ii) R&M shall use its reasonable best efforts to assist in the defense of any such matter (and the applicable Constituent DocumentsIndemnified Parties shall cooperate with R&M with respect thereto); provided that R&M shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, within ten delayed or conditioned). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.06, upon learning of any such claim, action, suit, proceeding or investigation, shall notify R&M (10but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.06 except to the extent such failure materially prejudices such party’s position with respect to such claims) Business Days of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request therefor; provided, that any Person and shall deliver to whom expenses are advanced provides R&M an unsecured undertaking to repay such advances any amounts advanced to it if it is shall ultimately be determined that such Indemnified Person is not entitled to indemnification, (Bbut without any requirement for the posting of a bond or any other terms or conditions other than those expressly set forth herein; provided further, that R&M shall not be obligated pursuant to this Section 6.06(a) none to pay the fees and disbursements of Parentmore than one counsel for all Indemnified Persons in any single action, MTR or unless, in the Company shall settle, compromise or consent to the entry good faith judgment of any judgment in any proceeding of the Indemnified Persons, there is or threatened action, suit, proceeding, investigation may be a conflict of interests between two or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release more of such Indemnified Party from all liability arising out Persons, in which case there may be separate counsel for each similarly situated group. With respect to any determination of such actionwhether any Indemnified Person is entitled to indemnification by R&M under this Section 6.06, suit, proceeding, investigation or claim or such Indemnified Party otherwise consentsPerson shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel jointly selected by the Indemnified Person and R&M, and (C) MTR and the Company, as applicable, shall cooperate in the defense of any such matter. Parent and MTR, who has not otherwise performed material services for R&M or the Company, as applicable, shall be jointly and severally liable for Indemnified Person within the obligation to provide indemnification to the Indemnified Partieslast three (3) years.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any 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, Parent shall, or shall cause each of MTR and the Company Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer, director, manager or employee of MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, director, manager director or employee of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative Subsidiaries (collectively, the “Indemnified Parties”), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines fines, amounts paid in settlement and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any pending or threatened Action, whether civil, criminal, administrative or investigative, arising out of or of, pertaining to or by reason of (i) 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 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 hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and applicable MTR’s certificate of incorporation, MTR’s bylaws, the Company Charter and Company Operating Agreement each Bylaws as at of the date hereof or (collectively, iii) in connection with the “Constituent Documents”)enforcement of any Indemnified Party’s rights under this ‎Section 5.13 by such Indemnified Party or his or her heirs or legal representatives. In the event of any such pending or threatened Action, including any such Action to enforce any Indemnified Party’s rights under this ‎Section 5.13, (A) each Indemnified Party shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in the defense of any connection with such Action from Parent or MTR or and the Company, as applicable, Surviving Corporation to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten (10) Business Days Company Charter and Company Bylaws as of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request therefordate hereof; provided, that any Person to whom expenses are advanced provides an unsecured 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 that such Person is not entitled to indemnificationindemnification under this Agreement or any Law, Contract or other source for which indemnification may be available, and (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, Surviving Corporation 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) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from From and for a period of six years after the First Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or shall cause each of MTR and the Company to, will indemnify and hold harmless each present (individual who is as of the date of this Agreement, or who becomes prior to the First Effective Time) and former officer, director, manager a director or employee officer of MTR and the Company or any of its Subsidiaries and each present (or who is as of the date of this Agreement, or who thereafter commences prior to the First Effective Time) and former officer, director, manager or employee serving at the request of the Company and Company, as applicable, or any of its Subsidiaries, the Member Representative and the Stockholders Representative Subsidiaries as a director or officer of another Person (collectively, the “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 (collectively, “Costs”)disbursements, incurred in connection with any claim or Action, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) 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 First Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person 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 and applicable MTR’s certificate to the fullest extent as such Indemnified Parties are indemnified as of incorporation, MTR’s bylawsthe date of this Agreement by the Company pursuant to the Company Charter, the Company Charter Bylaws or the governing organizational documents of any Subsidiary of the Company, as applicable, and any indemnification Contracts with directors and officers of the Company Operating Agreement each in existence as at of the date hereof (collectively, of this Agreement and listed in Section 5.4(a) of the “Constituent Documents”)Company Disclosure Letter. In the event of any such claim or Action, (Ai) each Indemnified Party shall will be entitled to advancement of expenses (including attorney’s fees) incurred in the defense of any such claim or Action from Parent to the fullest extent permissible under applicable Law and to the fullest extent as such Indemnified Parties are entitled to advance of such expenses as of the date of this Agreement by the Company pursuant to the Company Charter, the Company Bylaws or MTR the governing or organizational documents of any Subsidiary of the Company, as applicable, to and any indemnification Contracts with directors and officers of the fullest extent permitted under applicable Law Company in existence as of the date of this Agreement and listed in Section 5.4(a) of the applicable Constituent DocumentsCompany Disclosure Letter, within ten (10) Business Days of receipt by Parent or MTR or the Company, as applicable, from the Indemnified Party of a request therefor; provided, provided that any Person to whom expenses are advanced provides an unsecured 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 that such Person is not entitled to indemnification, and (Bii) none Parent will, and will cause its Subsidiaries to, cooperate in the defense of Parentany such matter. Notwithstanding anything to the contrary in this Section 5.4(a) or elsewhere in this Agreement, MTR Parent and Ultimate Surviving Corporation will not settle or the Company shall settle, compromise or consent to the entry of any judgment in or otherwise seek termination with respect to any proceeding claim or threatened action, suit, proceeding, investigation or claim (and in Action for which indemnification could be has been sought by such Indemnified Party hereunder), under this Section 5.4(a) unless such settlement, compromise compromise, consent or consent termination includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or Action and does not include any admission of liability with respect to such Indemnified Party otherwise consentsParty. 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 (C) MTR and in each such case, Parent, the CompanyFirst Surviving Corporation or Ultimate Surviving Corporation, as applicable, shall cooperate in will provide that the defense successors and assigns of any such matter. Parent and MTRParent, the First Surviving Corporation or the CompanyUltimate Surviving Corporation, as applicable, shall be jointly and severally liable for assume the obligation to provide indemnification to the Indemnified Partiesobligations set forth in this Section 5.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any 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, Parent shall, or shall cause each of MTR and the Company Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer, director, manager or employee of MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, director, manager director or employee of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative Subsidiaries (collectively, the “Indemnified Parties”Parties “), as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”Costs “), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) 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 its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including 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 and applicable MTR’s certificate of incorporation, MTR’s bylaws, the Company Charter and Company Operating Agreement each Bylaws as at the date hereof (collectively, the “Constituent Documents”)hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or MTR or the Company, as applicable, Surviving Corporation to the fullest extent permitted under applicable Law and the applicable Constituent Documents, Company Charter and Company Bylaws as at the date hereof within ten (10) Business Days of receipt by Parent or MTR or the Company, as applicable, Surviving Corporation from the Indemnified Party of a request therefor; provided, provided that any Person to whom expenses are advanced provides an unsecured 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 that such 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 (Bor part thereof) 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 initiated by such Indemnified Party hereunder), unless such settlement, compromise Action (or consent includes an unconditional release part thereof) was authorized by the Board 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 PartiesDirectors.