Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Purchaser shall, and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), for acts or omissions occurring at or prior to the Effective Time in their capacities as such, with references to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Law. (b) In the event that the Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets shall assume the obligations set forth in this Section 6.18. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemnitee.

Indemnification, Exculpation and Insurance. (a) Purchaser From and after the Effective Time, Parent shall, and shall cause the Purchased Companies and their Subsidiaries Surviving Corporation to, (i) indemnify and hold harmlessharmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director, officer or employee of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement) and provide advancement expenses (including reasonable fees and expenses of expenses tolegal counsel) (collectively, all past and present directors“Losses”) in connection with any claim, officers and employees suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director, officer or employee of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee, agent, trustee or fiduciary of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise (including any employee benefit plans)), in each case under (A) or (B), at, or at any time prior to, the Purchased Companies Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent permitted by Law and their (ii) assume all obligations of the Company and such Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently Indemnitees in effect at the date hereof respect of indemnification and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in their capacities the Company’s certificate of incorporation and bylaws and the organizational documents of such Subsidiaries as suchcurrently in effect. Without limiting the foregoing, with references Parent, from and after the Effective Time, shall cause the certificate of incorporation and bylaws 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 bylaws, 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 thereafter deemed and the Surviving Corporation to, pay any expenses (including reasonable fees and expenses of legal counsel) of any Indemnitee under this Section 6.7 (including in connection with enforcing the indemnity and other obligations referred to refer in this Section 6.7) reasonably incurred by such Indemnitee in connection with investigating or defending any such to the Purchaserfullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified under applicable Law; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would Surviving Corporation will not be permitted liable for such Person under applicable Lawany settlement effected without the Surviving Corporation’s prior written consent (which consent shall not be unreasonably withheld or delayed). (b) Parent shall have the right, but not the obligation, to assume and control the defense of any litigation, claim or proceeding relating to any acts or omissions covered under this Section 6.7 (each, a “Claim”) with counsel selected by Parent, which shall be reasonably acceptable to Indemnitee; provided, however, that Indemnitee shall be permitted to participate in the defense of such Claim at its own expense. Each of Parent, the Company, the Surviving Corporation and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties (including the Real Property) 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 may be reasonably requested in connection therewith. (c) For the six (6)-year period commencing at the Effective Time, Parent shall maintain in effect the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company’s directors’ and officers’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (provided that Parent or the Surviving Corporation may (i) substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time, or (ii) obtain as of the Effective Time “tail” insurance policies with a claims period of six (6) years from the Effective Time with at least the same coverage with respect to matters occurring prior to the Effective Time). In no event will Parent or the Surviving Corporation be required to expend for each covered year an amount in excess of 300% of the current annual premium for such insurance (the “Maximum Premium”). If such insurance coverage is terminated, cancelled, cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, the Surviving Corporation will maintain such insurance as can be obtained for the remainder of the six-year period for a premium not in excess of the Maximum Premium. True and complete copies of current and effective directors’ and officers’ liability insurance policies have been provided to Parent. (d) The provisions of this Section 6.7 are (i) 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) 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. The obligations of Parent and the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 6.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7). (e) In the event that Parent, the Purchaser Surviving Corporation or any of its 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 other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to shall be made so that the successors and assigns of Purchaser Parent and the Surviving Corporation or the transferee of such properties and assets shall expressly assume and be responsible for all of the obligations thereof set forth in this Section 6.186.7. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemnitee.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, and Parent shall cause the Purchased Companies Surviving Corporation to assume the obligations with respect to all rights to indemnification and their Subsidiaries toexculpation from liabilities, indemnify and hold harmless, and provide including advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a)expenses, for acts or omissions occurring at or prior to the Effective Time now existing in their capacities as such, with references to favor of the current or former directors or officers of the Company thereafter deemed to refer to and its Subsidiaries as provided in the Purchaser; providedCompany Certificate, howeverthe Company Bylaws, that neither Purchaser nor the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Purchased Companies or Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Lawterms. (b) In the event that the Purchaser Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets the Surviving Corporation shall expressly assume the obligations set forth in this Section 6.185.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) Notwithstanding any other provision For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of this Agreement acts or omissions occurring at or prior to the contraryEffective Time, covering each person currently covered by the indemnitees Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to whom Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 6.18 applies 5.05(c), neither the Company nor Parent shall be third party beneficiaries obligated to pay more than 250% of this the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 6.18. 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 6.18 5.05 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) are in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shallFrom and after the Effective Time, and Parent shall cause the Purchased Companies and their Subsidiaries to(i) indemnify, indemnify defend and hold harmless, all past and present directors and officers of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses toto the Indemnified Parties (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor), all past to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment), (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, include and present cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and bylaws for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for no less favorable than those contained in the Contracts set forth on Schedule 6.18(a), for acts Company Certificate or omissions occurring at or prior to the Effective Time in their capacities as such, with references to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, Bylaws and (iii) a material violation not settle, compromise or consent to the entry of any national, state judgment in any proceeding or foreign securities laws by such Person, threatened Action (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter and in respect of which indemnification would not could be permitted for sought by an Indemnified Party hereunder), unless such Person under applicable Lawsettlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing, and cooperates in the defense of such proceeding or threatened Action. (b) In the event that the Purchaser either Parent or any of its successors or assigns (i) consolidates with or merges into any other Person 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 properties, rights and other assets to any Personperson, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors and assigns of Purchaser such successor or transferee of such assets assign shall expressly assume the obligations set forth in this Section 6.185.05. (c) Notwithstanding any other provision Prior to the Effective Time the Company shall, and, if the Company is unable to, Parent shall as of the Effective Time, obtain and fully pay for, at no expense to the beneficiaries, non-cancellable “tail” insurance policies with a claims period of at least six years from and after the Effective Time from insurance carriers with the same or better claims-paying ability ratings as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (collectively, “D&O Insurance”), for the persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favorable to the insured individuals as the Company’s existing D&O Insurance with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions contemplated hereby); provided, however, that the Company shall not pay, or the Surviving Corporation, as the case may be, shall not be required to pay, for such “tail” insurance policies a one-time premium in excess of 250% of the Company’s current annual premium for D&O Insurance. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the contrarybeneficiaries, D&O Insurance for a period of at least six years from and after the indemnitees Effective Time for the persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favorable as provided in such existing D&O Insurance, from insurance carriers with the same or better claims-paying ability ratings as the Company’s current D&O Insurance carriers; provided, however, that the Surviving Corporation shall not be required to whom this Section 6.18 applies pay for such D&O Insurance an annual premium in excess of 250% of the Company’s current annual premium for D&O Insurance (the “Premium Cap”), in which case the Surviving Corporation shall, and Parent shall be third party beneficiaries cause the Surviving Corporation to, use commercially reasonable efforts to maintain in effect, at no expense to the beneficiaries, for a period of this Section 6.18. at least six years from the Effective Time for the persons who are covered by the Company’s existing D&O Insurance, D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for an annual premium equal to the Premium Cap. (d) The provisions of this Section 6.18 5.05 are (i) intended to be for the benefit of of, and will be enforceable from and after the Effective Time by, each such indemniteeIndemnified Party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shallParent and Merger Sub agree that all rights to indemnification, advancement of expenses, and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their capacities as suchrespective Organizational Documents shall be assumed by the Surviving Company in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with references to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor their terms. Parent shall have no liability for any Liabilities of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) Surviving Company as a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Lawseparate wholly owned subsidiary. (b) In the event that the Purchaser Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, or if Parent dissolves the Surviving Company, then, and in each such case, Purchaser Surviving Company shall cause any and all proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets shall the Surviving Company assume the all obligations set forth in this Section 6.186.5. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries Surviving Company under this Section 6.18 6.5 shall survive the Effective Time and the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect the rights of any indemnitee indemnified party to whom this Section 6.18 6.5 and Section 6.6 applies without the express written consent of such affected indemniteeindemnified party. Notwithstanding anything else in this Agreement, (i) the obligations of Parent and the Surviving Company or its successor shall be subject to any limitation imposed by applicable Law (including any limitation on the Company's ability to indemnify its own directors and officers) and (ii) Parent shall have no obligation to maintain the existence of the Surviving Company following the Effective Time.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, and shall Buyer agrees to cause the Purchased Companies Company to maintain in effect in accordance with their terms all rights to indemnification, exculpation from liabilities and their Subsidiaries to, indemnify and hold harmless, and provide advancement reimbursement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), for acts or omissions occurring at or prior to the Effective Time Closing Date now existing in favor of the current or former directors or officers of the Company as provided in their capacities as suchorganizational documents and any indemnification contracts between the Company and their respective current or former directors and officers, with references copies of all of which have been delivered to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable LawBuyer. (b) In the event that the Purchaser Buyer or any of its successors or assigns (i) consolidates causes the Company to consolidate with or merges merge into any other Person and the Company is not the continuing or surviving entity corporation or Person of such consolidation or merger or (ii) the Company transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to will be made so that the successors and assigns of Purchaser such successor or transferee of such assets shall assume assign assumes the obligations set forth in this Section 6.185.20. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 5.20 are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified Party, his or her heirs and his or her representatives. The obligations . (d) Each Seller hereby represents and warrants that he or it has no claim or action, nor is there any fact or circumstance which may give rise to any claims or actions by such Seller, against any current or former director or officer of Parent the Company or any Managers (including but not limited to claims or actions relating to this Agreement or the transactions contemplated thereby), and further, upon the Purchased Companies and their Subsidiaries under Closing hereunder, each Seller irrevocably waives any such claim or action, whether known or unknown, against any current or former director or officer of the Company or any Managers (including but not limited to claims or actions relating to this Section 6.18 shall not be terminated Agreement or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteetransactions contemplated thereby).

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Parent and shall cause the Purchased Companies Sub agree that all rights to indemnification and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their capacities as such, with references to respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of the Company thereafter deemed to refer to shall survive the Purchaser; provided, however, that neither Purchaser nor Merger and shall continue in full force and effect in accordance with their terms. The Surviving Corporation shall pay any expenses of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person indemnified person under this Section 6.18 with respect 5.7 in advance of the final disposition of any action, proceeding or claim relating to any matter constituting (i) a breach such act or omission to the fullest extent permitted under the DGCL upon receipt from the applicable indemnified person to whom advances are to be advanced of this Agreement any undertaking to repay such advances required under the DGCL. The Surviving Corporation shall cooperate in the defense of any such matter. In addition, from and after the Effective Time, directors or any officers of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation Company who become directors or officers of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach Parent will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable LawParent. (b) In the event that either of the Purchaser Surviving Corporation or Parent or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser shall cause proper provision to will be made so that the successors and assigns of Purchaser Parent or transferee of such assets shall the Surviving Corporation, as applicable, will assume the obligations thereof set forth in this Section 6.185.7. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 5.7 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations 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. (d) For six years after the Effective Time, Parent or the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided that Parent may substitute therefor policies of Parent or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall Parent or the Purchased Companies and their Subsidiaries Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.18 5.7(d) in excess of 200% of the aggregate premiums paid by the Company in 1997 on an annualized basis for such purpose. (e) Parent shall not be terminated cause the Surviving Corporation or modified in such a manner as any successor thereto to adversely affect any indemnitee to whom comply with its obligations under this Section 6.18 applies without the express written consent of such affected indemnitee5.7.

Indemnification, Exculpation and Insurance. (a) Purchaser shallFor a period of six years after the Closing, and the Surviving Corporation shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, harmless the individuals who on or prior to the Closing were officers and employees or directors of the CompanyCompany or its subsidiaries or were serving at the request of the Company as an officer or director of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the Purchased Companies and “Company Indemnitees”) with respect to all acts or omissions by them in their Subsidiaries capacities as such at any time prior to the Closing to the extent provided by under the applicable charter Company’s Articles of Incorporation or other organizational documents Bylaws, in each case as currently in effect at on the date hereof and as previously provided of this Agreement (including with respect to the Purchaser or as provided for advancement of expenses). (b) Prior to the Closing, Parent shall purchase a “tail” officers’ and directors’ liability insurance policy in the Contracts set forth on Schedule 6.18(a), for respect of acts or omissions occurring at or prior to the Effective Time Closing covering each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy with a term of six years from the Closing and on terms with respect to coverage and in their capacities as suchamounts which are, with references to in the Company thereafter deemed to refer to aggregate, no less advantageous than those of the Purchaserpolicy in effect on the date of this Agreement; provided, however, that neither Purchaser nor any in no event shall Parent be required to expend pursuant to this Section 6.11(b) more than an amount equal to 150% of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any annual premiums paid by the Company as of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted date hereof for such Person under applicable Lawits existing officers’ and directors’ liability insurance policy. (bc) In the event that the Purchaser 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 other assets to any Person, then, and in each such case, Purchaser the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets shall the Surviving Corporation assume the obligations set forth in this Section 6.186.11. (cd) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 6.11 (i) shall survive the Closing, (ii) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeCompany Indemnitee, his or her heirs and his or her representativesrepresentatives and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have under the Company’s Articles of Incorporation or Bylaws or Applicable Law. (e) Any Company Indemnitee wishing to claim indemnification under paragraph (a) of this Section 6.11, upon learning of an indemnifiable claim, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation of any Liability it may have to such Company Indemnitee, except to the extent such failure materially prejudices the indemnifying party. The obligations In the event of any such claim, (arising after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof, with counsel reasonably acceptable to the Company Indemnitees (which acceptance shall not be unreasonably withheld, delayed or conditioned), and Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 Surviving Corporation shall not be terminated liable to such Company Indemnitees for any legal expenses of other counsel or modified any other expenses subsequently incurred by such Company Indemnitees in connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such a manner as defense or counsel for the Company Indemnitees advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Company Indemnitees, or between the Company Indemnitees, the Company Indemnitees may retain counsel satisfactory to adversely affect any indemnitee to whom this Section 6.18 applies without them, and Parent or the express written consent Surviving Corporation shall pay all reasonable fees and expenses of such affected indemniteecounsel for the Company Indemnitees promptly as statements therefor are received; provided, however, that Parent and the Surviving Corporation shall be obligated pursuant to this paragraph (e) to pay for only one firm of counsel for all Company Indemnitees in any jurisdiction unless the use of one counsel for such Company Indemnitees would present such counsel with a conflict of interest; provided, that (i) the fewest number of counsels necessary to avoid conflicts of interest shall be used, (ii) the Company Indemnitees will cooperate in the defense of any such matter and (iii) Parent and the Surviving Corporation shall not be liable for any settlement effected without their prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned; and provided, further, that Parent and the Surviving Corporation shall not have any obligation hereunder to any Company Indemnitee if and to the extent that a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Company Indemnitee in the manner contemplated hereby is prohibited by Applicable Law.

Indemnification, Exculpation and Insurance. (a) Purchaser The Surviving Corporation shall, and Parent shall cause the Purchased Companies and their Subsidiaries Surviving Corporation to, indemnify assume the obligations with respect to all rights to indemnification and hold harmlessexculpation from liabilities, and provide including advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a)expenses, for acts or omissions occurring at or prior to the Effective Time now existing in their capacities as such, with references to favor of the current or former directors or officers of the Company thereafter deemed to refer to as provided in the Purchaser; providedCompany Certificate and the Company Bylaws (in each case, howeveras in effect on the date hereof) or any indemnification Contract between such directors or officers and the Company, that neither Purchaser nor any set forth on Section 6.05(a) of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any Company Disclosure Letter, without further action, as of the Transaction Agreements by Effective Time and such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter obligations shall survive the Merger and shall continue in respect of which indemnification would not be permitted for such Person under applicable Lawfull force and effect in accordance with their terms. (b) In the event that the Purchaser Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets the Surviving Corporation shall expressly assume the obligations set forth in this Section 6.186.05. (c) Notwithstanding any other provision of this Agreement Prior to the contraryEffective Time, the indemnitees Company shall use its reasonable best efforts to whom this Section 6.18 applies (and if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to) obtain a six-year pre-paid “tail policy” covering acts or omissions at or prior to the Effective Time with respect to those persons who are currently covered by the current policies of the directors’ and officers’ liability insurance maintained by the Company (the “Current D&O Policy”) with such coverage levels not materially less favorable to such indemnified persons than those of the Current D&O Policy; provided, however, that (i) such “tail” insurance policy shall not require the payment of an aggregate premium in excess of three hundred percent (300%) of the aggregate annual premium most recently paid by the Company prior to the date hereof to maintain the Current D&O Insurance (and if the aggregate premium of such insurance coverage exceeds such amount, the Company, Parent or the Surviving Corporation shall be third party beneficiaries obligated to obtain a tail policy with the greatest coverage available for a cost not exceeding such amount) and (ii) prior to the Effective Time, the Company shall not enter into any Contract for a “tail” policy without the prior written consent of this Section 6.18Parent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Company and/or the Surviving Corporation shall for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the Current D&O Policy with respect to acts or omissions occurring at or prior to the Effective Time with levels of coverage no less favorable in any material respect than that provided as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use commercially reasonable efforts to purchase comparable policies of directors’ and officers’ liability insurance for such six (6)-year period with levels of coverage no less favorable in any material respect as provided under the Current D&O Policy as of the date hereof; provided, however, that neither Parent nor the Surviving Corporation shall be required to pay an aggregate annual premium for such policies of directors’ and officers’ liability insurance in excess of three hundred percent (300%) of the aggregate annual premium most recently paid by the Company prior to the date hereof to maintain the Current D&O Insurance (and if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount). (d) The provisions of this Section 6.18 6.05 (i) are intended to be for the benefit of of, and will be enforceable from and after the Effective Time by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) are in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Parent agrees that all rights to indemnification and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their capacities as such, with references to respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company thereafter deemed to refer to (as each is in effect on the Purchaser; provideddate hereof), however, that neither Purchaser nor any the existence of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) which does not constitute a breach of this Agreement or any Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Transaction Agreements by Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Lawrights. (b) In the event that the Purchaser Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets shall the Surviving Corporation assume the obligations set forth in this Section 6.185.06. (c) Notwithstanding any other provision The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 200% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the contrarygreatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the indemnitees to whom this Section 6.18 applies shall Surviving Corporation will obtain as much D&O Insurance as can be third party beneficiaries obtained for the remainder of this Section 6.18such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $3,874,800. (d) The provisions of this Section 6.18 5.06 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) are in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, All rights to indemnification and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former managers or officers of VBV or the VBV Subsidiaries as provided in their capacities respective certificates of formation or operating agreements (or comparable organizational documents) and any indemnification or other agreements of VBV as suchin effect on the date of this Agreement, with references to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any as set forth on Section 6.10 of the Purchased Companies or their Subsidiaries VBV Disclosure Schedule, shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any be assumed by the Surviving Company in the Merger, without further action, as of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter Effective Time and shall survive the Merger and shall continue in respect of which indemnification would not be permitted for such Person under applicable Lawfull force and effect in accordance with their terms. (b) In the event that Green Plains or the Purchaser Surviving Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser Green Plains shall cause proper provision to be made so that the successors and assigns of Purchaser Green Plains or transferee of such assets shall the Surviving Company, as applicable, assume the obligations of Green Plains or the Surviving Company, as applicable, set forth in this Section 6.186.10. In the event that Green Plains takes any action to materially impair the financial ability of the Surviving Company to satisfy the obligations referred to in Section 6.10, Green Plains will either guarantee such obligations or take such other action to insure that the ability of the Surviving Company to satisfy such obligations will not be diminished in any material respect. (c) Notwithstanding any other provision of this Agreement Prior to the contraryEffective Time, VBV shall purchase a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as VBV’s current managers’ and officers’ liability insurance with respect to acts or omissions occurring on or before the indemnitees Effective Time, covering without limitation the transactions contemplated hereby. Green Plains shall cause such policy to whom this Section 6.18 applies be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by it and the Surviving Company, and no other party shall be third party beneficiaries of this Section 6.18. have any further obligation to purchase or pay for insurance hereunder. (d) The provisions of this Section 6.18 6.10 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, 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. The Green Plains will pay (as incurred) all out-of-pocket expenses, including reasonable fees and expenses of counsel, that a current or former manager or officer of VBV may incur in enforcing the indemnity and other obligations of Parent and the Purchased Companies and their Subsidiaries under provided for in this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemnitee6.10.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, All rights to indemnification and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their capacities as such, with references to respective certificates of incorporation or by- laws (or comparable organizational documents) and any indemnification agreements or arrangements of the Company thereafter deemed to refer to and its subsidiaries shall survive the Purchaser; providedMerger and shall continue in full force and effect in accordance with their terms, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries and shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such Person under applicable Lawindividuals. (b) In the event that the Purchaser Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser shall cause proper provision to will be made so that the successors and assigns of Purchaser or transferee of such assets shall the Surviving Corporation will assume the obligations thereof set forth in this Section 6.185.7. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 5.7 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations 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. (d) For six years after the Effective Time, the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided, that the Surviving Corporation may substitute therefor policies of Parent or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall the Purchased Companies and their Subsidiaries Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.18 5.7(d) in excess of 200% of the aggregate premiums paid by the Company in 2000 on an annualized basis for such purpose and, if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not be terminated exceeding such amount. Notwithstanding the foregoing, the Company may obtain directors' and officers' liability insurance covering all acts or modified in such omissions prior to the Effective Time at a manner as cost not to adversely affect exceed 125% of the cost of the current directors' and officers' liability insurance maintained by the Company. (e) Parent shall cause the Surviving Corporation or any indemnitee successor thereto to whom comply with its obligations under this Section 6.18 applies without the express written consent of such affected indemnitee5.7.

Indemnification, Exculpation and Insurance. (a) Purchaser shallNotwithstanding anything to the contrary herein, it is understood and agreed that all rights (the "Indemnification Rights") to indemnification and exculpation by the Company now existing in favor of each present and former director and officer of the Company or the Subsidiaries (the "Indemnified Parties") as provided in the Company Certificate of Incorporation or the Company Bylaws, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Merger, and the Surviving Corporation shall cause (i) continue the Purchased Companies Indemnification Rights in full force and their Subsidiaries toeffect for a period of at least six (6) years from the Effective Time and (ii) perform, indemnify and hold harmless, and provide advancement of expenses toin a timely manner, all past and present directors, officers and employees of its obligations with respect to the Indemnification Rights. Any claims for indemnification hereunder as to which the Surviving Corporation has received written notice prior to the sixth anniversary of the CompanyEffective Time shall survive, whether or not such claims shall have been finally adjudicated or settled. (b) Prior to the Effective Time, the Purchased Companies Company shall purchase and their Subsidiaries pre-pay in full "tail" directors' and officers' liability insurance providing for coverage with respect to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), for acts or omissions matters occurring at or prior to the Effective Time for six (6) years from the Effective Time, which coverage is reasonably equivalent in their capacities as such, with references scope and amount to the Company thereafter deemed to refer to directors' and officers' liability insurance policies in place on the Purchaserdate of this Agreement; provided, however, that neither Purchaser nor any of the Purchased Companies Company shall not, without Buyer's prior written consent, pay or their Subsidiaries shall have any obligation agree to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted pay an aggregate premium for such Person under applicable Lawinsurance in excess of $1,700,000. (bc) In If the event that the Purchaser Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person person and is shall not be 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 other assets to any Personperson, then, and in each such case, Purchaser shall cause proper provision to shall be made so that the successors and assigns of Purchaser or transferee of such assets the Surviving Corporation shall assume the obligations set forth in this Section 6.185.7. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemnitee.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Purchaser shall, and or shall cause the Purchased Companies Company and their the Subsidiaries to, indemnify indemnify, defend and hold harmless, and provide advancement of expenses toto the fullest extent permitted under applicable Law, all past and present the individuals who on or prior to the Closing Date were directors, officers and or employees of the CompanyCompany or any of the Subsidiaries (collectively, the Purchased Companies and “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of the Subsidiaries at any time prior to the extent provided by Closing Date. Purchaser agrees that all rights of the applicable charter or other organizational documents as currently in effect at the date hereof Indemnitees to indemnification and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time Closing Date as provided in their capacities as such, with references to the respective certificate of incorporation or by-laws or comparable organizational documents of the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements Subsidiaries as now in effect of the Company or any of the Subsidiaries shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by such PersonLaw. In addition, (ii) criminal conduct by such Person, (iii) a material violation Purchaser shall pay any expenses of any nationalIndemnitee under this Section 6.2, state or foreign securities laws as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Law. (b) In the event that the Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets shall assume the obligations set forth in this Section 6.18. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 6.2 (i) are intended to be for the benefit of of, and shall be enforceable by, each such indemniteeIndemnitee, 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. The obligations of Parent and the Purchased Companies and their Subsidiaries Purchaser under this Section 6.18 6.2 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnitee to whom this Section 6.18 6.2 applies without the express written consent of such the affected indemniteeIndemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.2 applies shall be third party beneficiaries of this Section 6.2).

Indemnification, Exculpation and Insurance. (a) To the fullest extent permitted by Law, the Purchaser shall, and shall cause the Purchased Companies and their its Subsidiaries to, indemnify indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, Company and its Subsidiaries (the Purchased Companies and their Subsidiaries “Indemnified Parties”) to the extent provided by the applicable charter or other organizational documents of the Company and its Subsidiaries, as the case may be, as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a7.14(a), for acts or omissions occurring at or prior to the Effective Time Closing in their capacities as such, with references to the Company thereafter deemed to refer to the PurchaserPurchaser except that advancement of expenses shall be made in the same manner as provided in clause (A) of Section 7.14(b) (including the proviso thereto); provided, however, that neither in no event shall the Purchaser nor or any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 the Indemnified Party with respect to any matter constituting (i) a an intentional material breach of this Agreement or any of the related Transaction Agreements Documents by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Law. (b) In Without limiting the event that Purchaser’s obligations under Section 7.14(a), from and after the Closing, to the fullest extent permitted by Law, the Purchaser shall indemnify, defend and hold harmless each of the Indemnified Parties, and the Liquidator against all Losses to the extent arising from, relating to, or otherwise in respect of, any actual or threatened Legal Proceeding in respect of actions or omissions occurring or alleged to have occurred in connection with (i) the fact that such person is or was an officer, director or employee of the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not Subsidiaries, as the continuing or surviving entity of such consolidation or merger or case may be, (ii) transfers the fact that the Liquidator is or conveys was the liquidator of the Company, or (iii) this Agreement and the transactions contemplated hereby; provided, however, that in no event shall any Indemnified Party or the Liquidator be entitled to indemnification under this Section 7.14(b) for Losses arising out of actions or omissions by such Indemnified Party or the Liquidator, as the case may be, constituting an intentional material breach of this Agreement or any of the related Transaction Documents by such Indemnified Party or a material breach of this Agreement or any of the related Transaction Documents by the Liquidator. In the event of any actual or threatened Legal Proceeding described in the preceding sentence for which the Indemnified Parties or the Liquidator may be entitled to indemnification pursuant to this Section 7.14(b), (A) the Purchaser shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties or the Liquidator (and reasonably acceptable to the Purchaser) on demand, but no more than a monthly basis, promptly after statements are received in advance of settlement, judgment or other resolution thereof to such Indemnified Party or the Liquidator, as the case may be, upon request (provided such Indemnified Party or the Liquidator, as applicable, undertakes to repay all or substantially advanced expenses if it is ultimately determined by a non-appealable judgment that such Person is not entitled to indemnification) and (B) the Purchaser shall cooperate in the defense of any such matter; provided that the Purchaser shall not be obligated pursuant to this Section 7.14(b) to pay the fees and expenses of more than one counsel for all Indemnified Parties and the Liquidator in any jurisdiction (selected by a plurality of its properties the applicable Indemnified Parties and other assets the Liquidator) with respect to any Personsingle Legal Proceeding except to the extent that two or more of such Indemnified Parties or any such Indemnified Party and the Liquidator shall have concluded in good faith that they have differing or conflicting interests in the outcome of such Legal Proceeding. Notwithstanding the foregoing, then, and in each such case, the Purchaser shall cause proper provision have no obligations to be made so an Indemnified Party or to the Liquidator with respect to a Legal Proceeding pending before a court of competent jurisdiction if such court shall determine that the successors and assigns of Purchaser or transferee indemnification of such assets Person in the manner contemplated hereby is prohibited by applicable Law and such determination shall assume the obligations set forth in this Section 6.18have become final and non-appealable. (c) The Purchaser shall, for a period of not less than five years after the Closing Date, maintain in effect policies of directors’ and officers’ liability insurance on behalf of the officers and directors of the Company currently covered by the directors’ and officers’ liability insurance policy maintained by the Purchaser with respect to acts or omissions occurring on or prior to their resignation or the expiration of their term with the coverage and containing terms and conditions not less advantageous to those officers and directors than the coverage and terms and conditions indicated in writing to the Company and the Special Committee on or prior to the date hereof, to the extent such coverage, terms and conditions are available in the insurance market on commercially reasonable terms. Notwithstanding the foregoing, in no event shall such coverage, terms or conditions be less advantageous than those available at the time to directors and officers of the Purchaser and its controlled Affiliates (other than the Company and its controlled Affiliates). (d) The Purchaser shall, in respect of any Indemnified Party that is or was a member of the Special Committee who may be called upon, subsequent to the date of his resignation or expiration of his term, to testify in any Legal Proceeding in connection with this Agreement or otherwise assist with the Transaction, compensate that member for his time in serving in such capacity on the same basis as that member is currently compensated in his capacity as a member of the Company’s Supervisory Board; provided, however, that the Purchaser shall not have any obligation to make such compensation payment if such member of the Special Committee has, in connection with the subject matter of such Legal Proceeding, been finally judicially determined to have intentionally breached this Agreement or any of the related Transaction Documents in any material respect. (e) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies Indemnified Parties and the Liquidator shall be third party beneficiaries of this Section 6.187.14. The provisions of this Section 6.18 7.14 are intended to be for the benefit of each such indemniteePerson to whom this Section 7.14 applies, his or her heirs and his or her representatives. The obligations of Parent the Purchaser and the Purchased Companies and their its Subsidiaries under this Section 6.18 7.14 shall not be terminated or modified in such a manner as to adversely affect any indemnitee such Person to whom this Section 6.18 7.14 applies without the express written consent of such affected indemniteePerson.

Indemnification, Exculpation and Insurance. (a) Purchaser Each of Parent and the Surviving Corporation shall, and Parent shall cause the Purchased Companies and their Subsidiaries Surviving Corporation to, indemnify assume and hold harmlessperform the obligations with respect to all rights to indemnification and exculpation from liabilities, and provide including advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a)expenses, for acts or omissions occurring at or prior to the Effective Time in their capacities as suchfavor of the current or former directors, with references managers, members or officers of OUTD and its Subsidiaries that are existing, and any person who becomes a director or officer prior to the Company thereafter deemed to refer to Effective Time (each an “Indemnified Party”) as provided in the Purchaser; providedOUTD Organizational Documents or OUTD Subsidiary Organizational Documents, howeveras applicable, that neither Purchaser nor or any indemnification Contract between such Indemnified Party, on the one hand, and OUTD or its Subsidiaries, as applicable, on the other hand (in each case, as in effect on the date hereof), without further action, as of the Purchased Companies Effective Time and such obligations shall survive the Effective Time and shall continue in full force and effect in accordance with their terms. For no less than six (6) years after the Effective Time, Parent shall cause the certificate of incorporation and bylaws (or their similar organizational documents, as applicable) of the Surviving Corporation and its Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 contain provisions no less favorable with respect to any matter constituting (i) a breach indemnification, advancement of this Agreement expenses and exculpation of present and former directors and officers of OUTD and its Subsidiaries than are presently set forth in the OUTD Organizational Documents or any of the Transaction Agreements by such PersonOUTD Subsidiary Organizational Documents, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Lawas applicable. (b) In the event that either Parent or the Purchaser Surviving Corporation or any of its 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 other assets to any Person, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors and assigns of Purchaser Parent or transferee of such assets the Surviving Corporation, as applicable, shall expressly assume the obligations set forth in this Section 6.186.10. (c) Notwithstanding any other provision Prior to the Effective Time, OUTD and Parent may obtain and fully pay for “tail” insurance policies with a claims period of no more than six (6) years from and after the Effective Time with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with benefits and levels of coverage no less favorable than OUTD’s and Parent’s existing policies, respectively, with respect to matters existing or occurring at or prior to the Effective Time (including with respect to acts and omissions occurring in connection with this Agreement or the transactions or actions contemplated hereby) and, if such policies have been obtained, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect after the Effective Time; provided, however, that in satisfying its obligation under this Section 6.10(c), none of OUTD, Parent or Parent shall pay more than 225% of the annual premium paid as of the date of this Agreement by OUTD or Parent, as applicable, to obtain such coverage. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, OUTD and Parent shall only be obligated to provide the maximum coverage as may be obtained for such aggregate amount. If, as of the Effective Time, either OUTD or Parent shall not have obtained the “tail” policies described in the previous sentence, for six (6) years after the Effective Time, Parent shall maintain (directly or indirectly through OUTD’s or Parent’s existing insurance programs, as applicable) in effect OUTD’s and Parent’s current directors’ and officers’ liability insurance with respect to matters existing or occurring at or prior to the contraryEffective Time (including with respect to acts and omissions occurring in connection with this Agreement or the transactions or actions contemplated hereby), covering each Person currently covered by OUTD’s and Parent’s directors’ and officers’ liability insurance policy, as applicable, on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the indemnitees date hereof; provided, however, that Parent may substitute therefor policies of Parent with another insurance company of comparable standing to whom OUTD’s or Parent’s current insurer, as applicable, and containing terms and conditions, including with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers; provided, further, that in satisfying its obligation under this Section 6.18 applies 6.10(c), none of OUTD, Parent or Parent shall be third party beneficiaries pay more than 225% per annum of the annual premiums paid as of the date of this Section 6.18Agreement by OUTD or Parent, as applicable, to obtain such coverage. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, OUTD and Parent shall only be obligated to provide the maximum coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 6.18 6.10 (i) are intended to be for the benefit of of, and will be enforceable from and after the Effective Time by, each such indemniteeIndemnified Party, 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. The obligations of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 6.10 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any indemnitee Indemnified Party (or any other person who is a beneficiary under a “tail” policy referred to whom this in Section 6.18 applies 6.10(c) (and their heirs and representatives)) without the express prior written consent of such affected indemniteeperson.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, All rights to indemnification and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former managers or officers of VBV or the VBV Subsidiaries as provided in their capacities respective certificates of formation or operating agreements (or comparable organizational documents) and any indemnification or other agreements of VBV as suchin effect on the date of this Agreement, with references to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any as set forth on Section 6.10 of the Purchased Companies or their Subsidiaries VBV Disclosure Schedule, shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any be assumed by the Surviving Company in the Merger, without further action, as of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter Effective Time and shall survive the Merger and shall continue in respect of which indemnification would not be permitted for such Person under applicable Lawfull force and effect in accordance with their terms. (b) In the event that Green Plains or the Purchaser Surviving Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser Green Plains shall cause proper provision to be made so that the successors and assigns of Purchaser Green Plains or transferee of such assets shall the Surviving Company, as applicable, assume the obligations of Green Plains or the Surviving Company, as applicable, set forth in this Section 6.186.10. In the event that Green Plains takes any action to materially impair the financial ability of the Surviving Company to satisfy the obligations referred to in Section 6.10, Green Plains will either guarantee such obligations or take such other action to insure that the ability of the Surviving Company to satisfy such obligations will not be diminished in any material respect. (c) Notwithstanding any other provision of this Agreement Prior to the contraryEffective Time, VBV shall purchase a six-year prepaid "tail" policy on terms and conditions providing substantially equivalent benefits as VBV's current managers' and officers' liability insurance with respect to acts or omissions occurring on or before the indemnitees Effective Time, covering without limitation the transactions contemplated hereby. Green Plains shall cause such policy to whom this Section 6.18 applies be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by it and the Surviving Company, and no other party shall be third party beneficiaries of this Section 6.18. have any further obligation to purchase or pay for insurance hereunder. (d) The provisions of this Section 6.18 6.10 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, 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. The Green Plains will pay (as incurred) all out-of-pocket expenses, including reasonable fees and expenses of counsel, that a current or former manager or officer of VBV may incur in enforcing the indemnity and other obligations of Parent and the Purchased Companies and their Subsidiaries under provided for in this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemnitee6.10.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Parent and shall cause Buyer (on its own behalf and that of the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide Surviving Corporation) agree that all rights to indemnification (including the advancement of expenses to, all past expenses) and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time in their capacities as such, (including with references respect to the transactions contemplated by this Agreement) existing now or at the Effective Time in favor of the current or former directors or officers of the Company thereafter deemed to refer to as provided in its Articles of Incorporation and its By-laws (each as in effect on the Purchaserdate hereof) shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six years after the Effective Time; provided, however, that neither Purchaser nor if any claims are asserted or made within such six-year period, all rights to indemnification (and to advancement of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (iexpenses) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter hereunder and thereunder in respect of which indemnification would not be permitted for any such Person under applicable Lawclaims shall continue, without diminution, until final disposition of all such claims. (b) In the event that the Purchaser 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 other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to will be made so that the successors successors, transferees and assigns of Purchaser the Surviving Corporation or transferee of such its assets shall assume the obligations set forth in this Section 6.187.06. In the event the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions, the Surviving Corporation shall, as an express condition thereof, either guarantee the indemnification obligations referred to in Section 7.06(a) hereof or take such other action to ensure that the ability of the Surviving Corporation, legal and financial, to satisfy such indemnification obligations will not be diminished in any material respect. (c) Notwithstanding any other provision For a period of this Agreement six years after the Effective Time, the Surviving Corporation shall provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the contraryEffective Time, including but not limited to, the indemnitees transactions contemplated by this Agreement, covering each person currently covered by the Company's officers' and directors' liability insurance policy, or who becomes covered by such policy prior to whom the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.18 applies 7.06(c), the Surviving Corporation shall not be third party beneficiaries obligated to pay premiums in excess of this Section 6.18. two hundred (200%) percent of the amount per annum the Company paid in its last full fiscal year (which the Company represents to be approximately $125,000); provided further, that the Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such two hundred (200%) percent amount. (d) The provisions of this Section 6.18 7.06 are (i) for, and intended to be for for, the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent legal representatives and the Purchased Companies (ii) in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, or modified in lieu of, any other rights to indemnification or contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteePerson may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser From and after the Closing, Buyer shall, and shall cause the Purchased Companies and their Subsidiaries Company to, (i) indemnify and hold harmlessharmless each individual who at the Closing is, or at any time prior to the Closing was, a director, manager or officer of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any Proceeding (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director, manager or officer of the Company or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, manager, officer, employee or agent of the Company or taken at the request of the Company (including in connection with serving at the request of the Company as a director, manager, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Closing (including any Proceeding relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent permitted under applicable Law, and provide advancement of expenses to, (ii) assume all past and present directors, officers and employees obligations of the Company, the Purchased Companies and their Subsidiaries Company to the extent provided by the applicable charter or other organizational documents as currently Indemnitees in effect at the date hereof respect of indemnification and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time Closing as provided in (x) the Company’s organizational documents as currently in effect and (y) any other indemnification arrangements between the Company and the Indemnitees, which arrangements shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect in accordance with their capacities as suchrespective terms. Without limiting the foregoing, with references Buyer, for the six (6)-year period commencing at the Closing, shall cause the organizational documents of the Company to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors, managers and officers and indemnification than are set forth as of the date of this Agreement in the organizational documents of the Company, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Closing, Buyer shall, and shall cause the Company thereafter deemed to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 8.7 (including in connection with enforcing the indemnity and other obligations referred to refer in this Section 8.7) as incurred to the Purchaserfullest extent permitted under applicable Law, provided that the person to whom expenses are advanced or paid provides an undertaking to repay such advances or payments to the extent required by applicable Law or the organizational documents of the Company. (b) An Indemnitee shall have the right, but not the obligation, to assume and control the defense of any Proceeding relating to any acts or omissions covered under this Section 8.7 (each, a “Claim”) with counsel selected by the Indemnitee, which counsel shall be reasonably acceptable to Buyer; provided, however, that neither Purchaser nor any Buyer shall be permitted to participate in the defense of such Claim at its own expense. Each of Buyer, the Purchased Companies or their Subsidiaries Company and the Indemnitees shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of cooperate in the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation defense of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Law. (b) In the event that the Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person Claim and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its shall provide access to properties and other assets individuals as reasonably requested and furnish or cause to any Personbe furnished records, theninformation and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in each such case, Purchaser shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets shall assume the obligations set forth in this Section 6.18connection therewith. (c) Notwithstanding any other provision of this Agreement Prior to the contraryClosing Date, the indemnitees to whom this Section 6.18 applies Company shall obtain, at the expense of the Company (which shall be third party beneficiaries a Transaction Expense), a “tail” policy in respect of this Section 6.18the existing policy of directors’ and officers’ liability insurance maintained by the Company, for a period of six (6) years after the Closing Date to provide insurance coverage for acts or omissions occurring at or prior to the Closing with respect to those persons who are currently (and any additional persons who prior to the Closing become) covered by the Company’s directors’ and officers’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof. Buyer 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. (d) The provisions of this Section 6.18 8.7 are (i) intended to be for the benefit of of, and shall be enforceable by, each such indemniteeIndemnitee, his or her heirs and his or her representativesrepresentatives and (ii) 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. The obligations of Parent Buyer and the Purchased Companies and their Subsidiaries Company under this Section 6.18 8.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any indemnitee Indemnitee to whom this Section 6.18 8.7 applies without unless (x) such termination or modification is required by applicable Law or (y) the express written consent affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 8.7 applies shall be third party beneficiaries of such affected indemniteethis Section 8.7).

Indemnification, Exculpation and Insurance. (a) Subject to any limitations that may be imposed by applicable Law, for a period of six (6) years from and after the Effective Time, Purchaser shall, and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement harmless each of expenses to, all past and present the current or former directors, officers and or employees of the CompanyBank or any of its Subsidiaries (collectively, the Purchased Companies and their Subsidiaries “D&O Indemnified Parties”) to the fullest extent provided permitted by the applicable charter current provisions regarding indemnification of D&O Indemnified Parties contained in the Bank Articles and the Bank Bylaws (or other comparable organizational documents as currently in effect at of each of the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(aBank’s Subsidiaries), for acts arising out of matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time based in their capacities as suchwhole or in part on, with references or arising in whole or in part out of, or pertaining to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) the fact that he or she is or was a breach director or officer of this Agreement the Bank, any of its Subsidiaries or any of the Transaction Agreements by such Person, their respective predecessors or (ii) criminal conduct any matters arising in connection with the Transactions, and Purchaser shall also advance expenses as incurred in each case, upon receipt of an undertaking, from such D&O Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such PersonD&O Indemnified Party was not entitled to indemnification hereunder. In the event any claim is asserted within such six (6)-year period, (iii) a material violation of any national, state or foreign securities laws by all such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter rights in respect of which indemnification would not be permitted for any such Person under applicable Lawclaim shall continue until disposition thereof. (b) For a period of six (6) years after the Effective Time, Purchaser shall maintain in effect the Bank’s current directors’ and officers’ liability insurance covering each Person currently covered by the Bank’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Purchaser) for acts or omissions occurring prior to the Effective Time; provided, that in no event shall Purchaser be required to expend annually in the aggregate an amount in excess of 150% of the amount of the aggregate premiums paid by the Bank for fiscal year 2016 for such purpose (which fiscal year 2016 premiums are hereby represented and warranted by the Bank to be as set forth in Section 5.9(b) of the Bank Disclosure Letter (the “Insurance Amount”)) and, if Purchaser is unable to maintain such policy (or substitute policy) as a result of this proviso, Purchaser shall obtain as much comparable insurance as is available for a period of six years following the Effective Time by payment of such amount; provided, further, that (i) Purchaser may substitute therefor “tail” policies the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the Bank’s existing policies as of the date hereof or (ii) Purchaser may request that the Bank obtain such extended reporting period coverage under the Bank’s existing insurance programs (to be effective as of the Effective Time). (c) In the event that the Purchaser or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to be made so that the successors successor and assigns assign of Purchaser or transferee of such assets shall assume assumes the obligations set forth in this Section 6.185.9. (cd) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 5.9 shall survive consummation of the Merger and are intended to be for the benefit of of, and will be enforceable by, each such indemniteeD&O Indemnified Party, his or her heirs and his or her legal representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemnitee.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Central and shall cause the Purchased Companies Central Sub agree that all rights to indemnification and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, employees or agents of Holdings, Allright and the Subsidiaries as provided in their capacities as suchrespective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of Holdings, with references to Allright or any Subsidiary the Company thereafter deemed to refer to existence of which does not cause a breach of this Agreement shall be assumed by Central, shall survive the PurchaserMerger and shall continue in full force and effect, without amendment, for six years after the Effective Time; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation all rights to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter indemnification in respect of which indemnification would not any claim asserted or made within such period shall continue until the final disposition of such claim. Central shall cooperate in the defense of any such matter. In addition, from and after the Effective Time, directors or officers of Holdings, Allright or any Subsidiary who become directors or officers of Central or any Central Subsidiary will be permitted for entitled to the same indemnity rights and protections as are afforded to other directors and officers of Central or such Person under applicable LawCentral Subsidiary. (b) In the event that either of the Purchaser Surviving Corporation or Central or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser shall cause proper provision to will be made so that the successors and assigns of Purchaser Central or transferee of such assets shall the Surviving Corporation, as applicable, will assume the obligations thereof set forth in this Section 6.185.11. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 5.11 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The 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. (d) For six years after the Effective Time, Central or the Surviving Corporation shall maintain in effect Holdings' and Allright's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by such directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate currently covered by such insurance than those of such policy in effect on the date hereof; provided that Central may substitute therefor policies of Central or the Central Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers or, in the alternative, Central may purchase a "tail" on Holdings' existing insurance policy for a term of not less than six years. (e) Central shall cause the Surviving Corporation or any successor thereto to comply with its obligations of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 shall not 5.11. (f) This Section 5.11 is intended to be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without for the express written consent benefit of such affected indemniteedirectors and officers.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Purchaser shallshall indemnify, and shall cause the Purchased Companies and their Subsidiaries to, indemnify defend and hold harmless, and provide advancement of expenses to, all past and present harmless the individuals who on or prior to the Closing Date were directors, officers and or employees of the Companyany Company (collectively, the Purchased Companies and “Indemnitees”) with respect to all acts or omissions by them in their Subsidiaries capacities as such or taken at the request of any Seller or any Company at any time prior to the Closing Date in each case to the same extent provided by in the certificate of information and bylaws or similar organizational and governing documentation of the applicable charter Seller or other organizational documents Company as currently in effect at of the date hereof hereof. Purchaser agrees that all rights of the Indemnitees to indemnification and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time Closing Date as provided in their capacities as such, with references to the respective certificate of incorporation or by-laws or comparable organizational and governing documents of the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such PersonSubsidiaries as now in effect, (ii) criminal conduct by such Person, (iii) a material violation and any indemnification agreements or arrangements of the Company or any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Personthe Subsidiaries shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or (v) otherwise modified in any other matter in respect manner that would adversely affect the rights of which indemnification would not be permitted for the Indemnitees, unless such Person under applicable modification is required by Law. (b) The provisions of this Section 8.7: (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. (c) In the event that the Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person person and is not the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to shall be made so that the successors and assigns of Purchaser or transferee of such assets shall assume all of the obligations thereof set forth in this Section 6.188.7. (cd) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries Purchaser under this Section 6.18 8.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnitee to whom this Section 6.18 8.7 applies without the express written consent of such the affected indemniteeIndemnitee (it being expressly agreed that the Indemnitees to whom this Section 8.7 applies shall be third party beneficiaries of this Section 8.7).

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Parent and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, Merger Sub agree that all past and present directors, officers and employees rights to indemnification existing in favor of the Company, current or former directors and officers of the Purchased Companies and their Subsidiaries to Company as provided in the extent provided by the applicable charter or other organizational documents Company Charter Documents as currently in effect at on the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), of this Agreement for acts or omissions occurring at or prior to the Effective Time shall be assumed and performed by the Surviving Corporation and shall continue in their capacities as such, with references to full force and effect until the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any expiration of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 applicable statute of limitations with respect to any matter constituting (i) a breach claims against such directors or officers arising out of this Agreement such acts or any of the Transaction Agreements omissions, except as otherwise required by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Law. (b) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, that Parent may (i) substitute therefor policies of an insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the Company’s existing policies as of the date hereof or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); and provided further, that in no event shall Parent or the Company be required to pay aggregate premiums for insurance under this Section 5.8(b) in excess of 200% of the amount of the aggregate premiums paid by the Company for fiscal year 2007 for such purpose (which fiscal year 2007 premiums are hereby represented and warranted by the Company to be as set forth in Section 5.8(b) of the Company Letter), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 200% amount. (c) In the event that Parent, the Purchaser Surviving Corporation or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors successor and assigns assign of Purchaser Parent or transferee of such assets shall assume the Surviving Corporation assumes the obligations set forth in this Section 6.185.8. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions, or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.8(a), Parent will either guarantee such obligations or take such other action as Parent deems necessary to ensure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (cd) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 5.8 (i) shall survive consummation of the Merger and are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her legal representatives. The obligations of Parent , and the Purchased Companies (ii) are in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteePerson may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Central and shall cause the Purchased Companies Central Sub agree that all rights to indemnification and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, employees or agents of Holdings, Allright and the Subsidiaries as provided in their capacities as suchrespective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of Holdings, with references to Allright or any Subsidiary the Company thereafter deemed to refer to existence of which does not cause a breach of this Agreement shall be assumed by Central, shall survive the PurchaserMerger and shall continue in full force and effect, without amendment, for six years after the Effective Time; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation all rights to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter indemnification in respect of which indemnification would not any claim asserted or made within such period shall continue until the final disposition of such claim. Central shall cooperate in the defense of any such matter. In addition, from and after the Effective Time, directors or officers of Holdings, Allright or any Subsidiary who become directors or officers of Central or any Central Subsidiary will be permitted for entitled to the same indemnity rights and protections as are afforded to other directors and officers of Central or such Person under applicable LawCentral Subsidiary. (b) In the event that either of the Purchaser Surviving Corporation or Central or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser shall cause proper provision to will be made so that the successors and assigns of Purchaser Central or transferee of such assets shall the Surviving Corporation, as applicable, will assume the obligations thereof set forth in this Section 6.185.11. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 5.11 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The 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. (d) For six years after the Effective Time, Central or the Surviving Corporation shall maintain in effect Holdings' and Allright's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by such directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate currently covered by such insurance than those of such policy in effect on the date hereof; provided that Central may substitute therefor policies of Central or the Central Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers or, in the alternative, Central may purchase a "tail" on Holdings' existing insurance policy for a term of not less than six years. (e) Central shall cause the Surviving Corporation or any successor thereto to comply with its obligations of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 shall not 5.11. (f) This Section 5.11 is intended to be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without for the express written consent benefit of such affected indemniteedirectors and officers.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, and shall cause Subject only to the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees limitations of the CompanyNevada Act, the Purchased Companies InfoCast agrees that all rights to indemnification and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current directors of i360 as provided in their capacities as suchrespective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of i360, with references to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any existence of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) which does not constitute a breach of this Agreement or any Agreement, shall be assumed by InfoCast, as the Surviving Corporation in the Merger, without further action, as of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. The Surviving Corporation shall upon the request of any nationalcurrent (immediately prior to the Effective Time) director of i360, state enter into a contract obligating the Surviving Corporation to indemnify and exculpate such individual for liabilities as described in this Section 6.4. In addition, from and after the Effective Time, directors and officers of i360 who become directors or foreign securities laws by such Person, (iv) bad faith conduct or a breach officers of any applicable duty InfoCast will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable LawInfoCast. (b) In the event that the Purchaser InfoCast or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser InfoCast shall cause proper provision to be made so require any such agreement or other contract that the successors and assigns of Purchaser successor, assign or transferee of such assets shall assume the obligations set forth in this Section 6.186.4. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 6.4 are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) are in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Parent agrees that all rights to indemnification and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company as provided in the Company Certificate of Incorporation, the Bylaws or any indemnification agreement between such directors or officers and the Company (in each case, as in effect on the date hereof) shall be assumed by Parent, without further action, as of the Effective Time and shall continue in full force and effect in accordance with their capacities as suchterms. (b) For six years after the Effective Time, with references Parent shall cause the Company to maintain in effect the Company's current officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Company thereafter deemed Effective Time, covering each person currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has been heretofore delivered to refer Parent), on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the Purchaserdate hereof; provided that Parent may substitute therefor policies of Parent containing terms with respect to coverage and amount no less favorable to such directors and officers; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any in satisfying its obligation to indemnify any individual Person under this Section 6.18 with respect 6.8(b) Parent shall not be obligated to any matter constituting (i) a breach pay premiums in excess of this Agreement 150% of the amount per annum paid by the Company in its last full fiscal year; and provided further that if Parent is not able to obtain such coverage for such 150% amount, Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 150% amount. Notwithstanding the foregoing or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter provision in respect of which indemnification would not be permitted for such Person under applicable Law. (b) In the event that the Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, thenthis Agreement, and in each lieu of the other provisions of this Section 6.8(b), nothing shall be deemed to prohibit the Company or Parent from procuring such caseinsurance coverage prior to the Effective Time, Purchaser shall cause proper provision to be made so provided that the successors and assigns of Purchaser or transferee aggregate cost of such assets coverage shall assume the obligations set forth in this Section 6.18not exceed $2,000,000. (c) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 6.8 are (i) intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shallParent, from and after the Closing Date through the sixth (6th) anniversary of the Closing Date, shall cause (i) the certificate of incorporation and bylaws or comparable organizational documents of the Surviving Corporation to contain provisions no less favorable to the individuals who on or prior to the Closing Date were directors or officers of the Company or any of its Subsidiaries (collectively, the “Indemnitees”) with respect to limitation of certain liabilities of directors, officers, employees and agents, advancement of expenses, and shall cause indemnification than are set forth as of the Purchased Companies date of this Agreement in the Company Organizational Documents and their Subsidiaries to(ii) the certificate of incorporation and bylaws or comparable organizational documents of each Subsidiary of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of certain liabilities of directors, indemnify officers, employees and hold harmlessagents, advancement of expenses, and provide advancement of expenses to, all past and present directors, officers and employees indemnification than are set forth as of the Company, the Purchased Companies and their Subsidiaries to the extent provided by date of this Agreement in the applicable charter Subsidiary Organizational Documents, which provisions in each case shall not be amended, repealed or other organizational documents as currently otherwise modified in effect at a manner that would adversely affect the date hereof rights thereunder of the Indemnitees, in each case of clause (i) and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a(ii), for only with respect to any acts or omissions occurring at or prior to the Closing. (b) Each of the Surviving Corporation and the Indemnitee shall cooperate, and 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 may be reasonably requested in connection therewith. (c) The Surviving Corporation shall provide or maintain in effect for six (6) years from and after the Effective Time Time, through the purchase of “run-off” coverage or otherwise, directors’ and officers’ and corporate liability insurance covering those individuals who are covered by the directors’ and officers’ and corporate liability insurance policy or policies provided for directors and officers of the Company and its Subsidiaries as of the date hereof (the “Existing Policy”) on terms comparable in their capacities as such, with references all respects to the Existing Policy and such coverage shall contain minimum aggregate limits of liability for directors’ and officers’ and corporate liability insurance coverage for directors and officers of the Company thereafter deemed and its Subsidiaries with the amount of coverage at least equal to refer to that of the PurchaserExisting Policy and deductibles no larger than those customary for such type of insurance coverage; provided, however, that neither Purchaser nor if such “run-off” or other coverage is not available at a cost not greater than 250% of the annual premiums paid as of the date hereof under the Existing Policies (the “Insurance Cap”) (which premium the Company hereby represents and warrants is as set forth in Schedule 7.7(b)), then the Surviving Corporation shall be required to obtain as much coverage as is possible under substantially similar policies for such annual premiums as do not exceed the Insurance Cap. (d) Notwithstanding anything to the contrary in this Section 7.7, Parent agrees that any indemnification, advancement of expenses or insurance available to any Indemnitee who on or prior to the Closing Date was a director of the Company or any of its Subsidiaries by virtue of such Indemnitee’s service as a partner or employee of any investment fund affiliated with Silver Lake Group, L.L.C. on or prior to the Purchased Companies or their Closing Date (any such Indemnitee, a “SLP Director”) shall be secondary to the indemnification, advancement of expenses and insurance to be provided by Parent, the Surviving Corporation and its Subsidiaries shall have any obligation pursuant to indemnify any individual Person under this Section 6.18 7.7 and that Parent, the Surviving Corporation and its Subsidiaries (i) shall be the primary indemnitors of first resort for SLP Directors pursuant to this Section 7.7, (ii) shall be fully responsible for the advancement of expenses, indemnification and exculpation from liabilities with respect to SLP Directors which are addressed by this Section 7.7 and (iii) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification or insurance available to any SLP Director with respect to any matter constituting addressed by this Section 7.7. (e) The provisions of this Section 7.7: (i) a breach of this Agreement are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or any of the Transaction Agreements by such Person, her heirs and his or her representatives and (ii) criminal conduct by such Personare in addition to, (iii) a material violation of any nationaland not in substitution for, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which rights to indemnification would not be permitted for or contribution that any such Person under applicable Lawperson may have by Contract or otherwise. (bf) In the event that the Purchaser Surviving Corporation or any of its their respective successors or assigns (i) consolidates or merges with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to shall be made so that the successors and assigns of Purchaser or transferee of such assets the Surviving Corporation shall assume all of the obligations thereof set forth in this Section 6.187.7. (cg) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries Surviving Corporation under this Section 6.18 7.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnitee to whom this Section 6.18 7.7 applies without the express written consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.7). (h) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, any of its Subsidiaries or any of its directors or officers, it being understood and agreed that the indemnification provided for in this Section 7.7 is not prior to or in substitution for any such affected indemniteeclaims under such policies.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Purchaser shall, and shall cause the Purchased Companies Company and their the Subsidiaries to, indemnify indemnify, defend and hold harmless, and provide advancement of expenses toto the fullest extent permitted under applicable Law, all past and present the individuals who on or prior to the Closing Date were directors, officers and or employees of the CompanyCompany or the Subsidiaries (collectively, the Purchased Companies and “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or the Subsidiaries at any time prior to the extent provided by Closing Date. Purchaser agrees that all rights of the applicable charter or other organizational documents as currently in effect at the date hereof Indemnitees to indemnification and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions by them in their capacities as such or taken at the request of the Company or the Subsidiaries occurring at or prior to the Effective Time Closing Date as provided in the constituent documents of the Company or the Subsidiaries as now in effect and any indemnification agreements or arrangements of any of them shall survive the Closing Date and shall continue in full force and effect in accordance with their capacities terms. 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 Law. In addition, Purchaser shall pay any expenses of any Indemnitee incurred in investigating or defending any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, relating to acts or omissions by such Indemnitee in his or her capacity as suchan officer or director of the Company or the Subsidiaries or taken at the request of any of them, with references as applicable, at any time prior to the Company thereafter deemed to refer Closing Date, and all other expenses of any Indemnitee under this Section 8.7, as incurred to the Purchaserfullest extent permitted under applicable Law; provided, howeverthat the individual to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Notwithstanding the foregoing, that neither Purchaser nor the foregoing rights shall not apply to the extent any Indemnitee is the beneficiary of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 insurance policy with respect to any matter constituting (i) a breach such matters or is subject to indemnification pursuant to the constituent documents of this Agreement Parent or Seller or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of agreement between any national, state Indemnitee and Parent or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable LawSeller. (b) The provisions of this Section 8.7: (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. (c) In the event that Purchaser, the Purchaser Company, the Subsidiaries or any of its 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 other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to shall be made so that the successors and assigns of Purchaser Purchaser, the Company or transferee of such assets the Subsidiaries, as applicable, shall assume all of the obligations thereof set forth in this Section 6.188.7. (cd) Notwithstanding any other provision of this Agreement to the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries Purchaser under this Section 6.18 8.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnitee to whom this Section 6.18 8.7 applies without the express written consent of such the affected indemniteeIndemnitee (it being expressly agreed that the Indemnitees to whom this Section 8.7 applies shall be third party beneficiaries of this Section 8.7).

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Parent agrees that all rights to indemnification and shall cause exculpation (including the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time in their capacities as such, (including with references respect to the transactions contemplated by this Agreement) existing now or at the Effective Time in favor of the current or former directors or officers of the Company thereafter deemed to refer to as provided in its Certificate of Incorporation, its By-laws (each as in effect on the Purchaserdate hereof) and reasonable indemnification agreements shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall 44 39 continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six years after the Effective Time; provided, provided however, that neither Purchaser nor if any claims are asserted or made within such six year period, all rights to indemnification (and to advancement of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (iexpenses) a breach of this Agreement or any of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter hereunder in respect of which indemnification would not be permitted for any such Person under applicable Lawclaims shall continue, without diminution, until disposition of any and all such claims. (b) In the event that Parent, the Purchaser Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser shall cause proper provision to will be made so that the successors and assigns of Purchaser Parent or transferee of such assets the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.187.05. In the event the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions, Parent will either guarantee the indemnification obligations referred to in Section 7.05(a) or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such indemnification obligations will not be diminished in any material respect. (c) Notwithstanding any other provision For six years after the Effective Time, Parent shall, unless Parent agrees in writing to guarantee the indemnification obligations set forth in Section 7.05(a), provide officers' and directors' liability insurance in respect of this Agreement acts or omissions occurring at or prior to the contraryEffective Time, including but not limited to the indemnitees transactions contemplated by this Agreement, covering each person currently covered by the Company's officers' and directors' liability insurance policy, or who becomes covered by such policy prior to whom the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this Section 6.18 applies Parent shall not be third party beneficiaries obligated to pay premiums in excess of this Section 6.18200% of the amount per annum the Company paid in its last full fiscal year (which the Company represents to be $129,000), and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 200% amount. 45 40 (d) The provisions of this Section 6.18 7.05 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) are in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Purchaser shallParent and Sub agree that all rights to indemnification, and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and each Company Subsidiary as provided in their capacities as suchrespective certificates of incorporation or by-laws (or similar organizational documents) shall be assumed by the Surviving Corporation, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with references their terms. Parent shall cause the Surviving Corporation to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any perform in a timely manner all of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 its obligations with respect to such indemnification, advancement and rights, including, if necessary, providing to the Surviving Corporation any matter constituting (i) a breach of this Agreement or any funds necessary to ensure that such obligations of the Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable LawSurviving Corporation are satisfied. (b) In the event that Parent or the Purchaser Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors successor and assigns assign of Purchaser Parent or transferee of such assets shall assume the Surviving Corporation, as the case may be, assumes the obligations set forth in this Section 6.186.06, and in such event all references to Parent or the Surviving Corporation, as the case may be, in this Section 6.06 shall be deemed a reference to such successor and assign. (c) Notwithstanding For six years after the Effective Time, Parent shall maintain in effect the Company's current directors' and officers' liability insurance covering each person currently covered by the Company's directors' and officers' liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable in any other provision material respect to such directors and officers than those of such policy as in effect on the date of this Agreement Agreement; provided, however, that Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the contrary, the indemnitees to whom this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries insurance coverage otherwise required under this Section 6.18 6.06(c); provided, however, that in no event shall not Parent be terminated or modified in such a manner as required to adversely affect any indemnitee to whom pay aggregate premiums for insurance under this Section 6.18 applies without 6.06(c) in excess of 200% of the express written consent amount of the aggregate premiums payable by the Company for 2001 for such affected indemniteepurpose (which 2001 premiums are hereby represented and warranted by the Company to be $197,305); provided further, however, that Parent shall nevertheless be obligated to provide as much coverage as may be obtained for such 200% amount.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, The Certificate of Incorporation and the By-laws of the Surviving Corporation shall cause the Purchased Companies contain provisions with respect to indemnification and their Subsidiaries to, indemnify and hold harmless, and provide advancement exculpation from liability of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries directors to the fullest extent provided permitted by Delaware Law, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the applicable charter or other organizational documents as currently Effective Time in effect at any manner that would adversely affect the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), for acts or omissions occurring rights thereunder of individuals who at or prior to the Effective Time in their capacities as suchwere directors, with references to officers, employees or agents of Company (the Company thereafter deemed to refer to the Purchaser; provided"INDEMNIFIED PARTIES"), however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements unless such modification is required by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Lawlaw. (b) To the extent coverage is reasonably available under Company's current directors' and officers' liability insurance policy or otherwise, Parent will extend the discovery or reporting period under such policy for up to three years from the Effective Time to maintain in effect directors' and officers' liability insurance covering pre-acquisition acts for those persons who are currently covered by Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) on terms no less favorable than the terms of such current insurance coverage. (c) In the event that Parent, the Purchaser Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other Person person and is shall not be 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 other assets to any Personperson, then, then and in each such case, Purchaser proper provisions shall cause proper provision to be made so that the successors and assigns of Purchaser Parent or transferee of such assets the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.185.1. (cd) Notwithstanding any other provision This Section 8.1 shall survive the consummation of this Agreement the Merger at the Effective Time, is intended to the contrarybenefit Company, Parent, the indemnitees to whom this Section 6.18 applies Surviving Corporation and the Indemnified Parties, and shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each such indemnitee, his or her heirs binding on all successors and his or her representatives. The obligations assigns of Parent and the Purchased Companies and their Subsidiaries under this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeSurviving Corporation.

Indemnification, Exculpation and Insurance. (a) Purchaser From and after the Closing Date, (i) to the extent provided in the certificate of limited partnership and/or the Partnership Agreement of the Partnership solely with respect to the Partnership, in each case, as in effect on the date hereof, (ii) to the extent provided in the certificate of formation and/or the limited liability company agreement of the General Partner, in each case, as in effect on the date hereof, solely with respect to the General Partner and/or (iii) to the greater of (x) the maximum extent permitted under applicable Law and (y) the extent provided in the applicable governing documents of the Partnership’s Subsidiaries, Parent shall, and shall cause the Purchased Companies Surviving Corporation, the General Partner and their respective Subsidiaries to, indemnify indemnify, defend and hold harmlessharmless the individuals who on or prior to the Closing Date were directors or officers of the Partnership, and provide the General Partner and/or any of their respective Subsidiaries (collectively, the “D&O Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Partnership, the General Partner or any of their respective Subsidiaries at any time on or prior to the Closing Date. Parent agrees that all rights of the D&O Indemnitees to advancement of expenses toexpenses, all past indemnification and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at on or prior to the Effective Time Closing Date as provided in (x) the certificate of limited partnership or the Partnership Agreement of the Partnership, (y) the certificate of formation and the limited liability company agreement of the General Partner or (z) the certificate of incorporation or bylaws (or comparable organizational documents) of any of their capacities respective Subsidiaries, in each case, as suchin effect on the date hereof, and any indemnification agreements of the Partnership, the General Partner and/or any of their respective Subsidiaries in effect on the date hereof shall survive the Closing Date and shall continue in full force and effect in accordance with references to their terms. Such rights and obligations under this Section 7.7 shall not be amended or otherwise modified in any manner that would adversely affect the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor rights of any of the Purchased Companies D&O Indemnitees, unless such modification is required by Law or approved by each such D&O Indemnitee. In addition, Parent shall, or shall cause the Surviving Corporation, the General Partner and their Subsidiaries shall have respective Subsidiaries, as the case may be, to advance, pay and/or reimburse any obligation to indemnify expenses of any individual Person D&O Indemnitee under this Section 6.18 7.7 as incurred (i) to the extent provided in the certificate of limited partnership and/or the Partnership Agreement of the Partnership solely with respect to any matter constituting (i) a breach of this Agreement or any of the Transaction Agreements by such PersonPartnership, in each case, as in effect on the date hereof, (ii) criminal conduct by such Personto the extent provided in the certificate of formation and/or the limited liability company agreement of the General Partner, in each case, as in effect on the date hereof, solely with respect to the General Partner and/or (iii) a material violation to the fullest extent permitted under applicable Law with respect to each of any nationalthe Partnership’s Subsidiaries, state or foreign securities laws provided, that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Law. (b) Parent, for a period of six (6) years after the Closing Date, shall cause (i) the certificate of incorporation and bylaws of the Surviving Corporation and the certificate of formation and the limited liability company agreement of the General Partner to contain provisions no less favorable to the D&O Indemnitees with respect to limitation of liability, advancement of expenses and indemnification than are set forth as of the date of this Agreement in the certificate of limited partnership and the Partnership Agreement of the Partnership and the certificate of formation and the limited liability company agreement of the General Partner and (ii) the certificate of incorporation and bylaws (or comparable organizational documents) of each Subsidiary of the Surviving Corporation and the General Partner to contain provisions no less favorable with respect to limitation of liability, advancement of expenses and indemnification of partners, members, directors, officers, employees and agents, than are set forth in such documents as of the date of this Agreement. (c) Parent, from and after the Closing Date, shall cause the certificate of incorporation and bylaws of the Surviving Corporation and the certificate of formation and the limited liability company agreement of the General Partner to contain provisions no less favorable to the Unitholders and each of their respective partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, agents and successors of each of the foregoing (collectively, the “Unitholder Indemnitees”) with respect to limitation of liability of the Xxxxxxxxxx Xxxxxxxxxxx, advancement of expenses of the Unitholder Indemnitees and indemnification of the Unitholder Indemnitees than are set forth as of the date of this Agreement in the certificate of limited partnership and the Partnership Agreement of the Partnership and the certificate of formation and the limited liability company agreement of the General Partner, in each case for a period of six (6) years after the Closing Date, 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 Unitholder Indemnitees. (d) Each of Parent, the Surviving Corporation and the General Partner shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any claim that is subject to the limitation of liability, advancement of expenses and/or indemnification as contemplated by this Section 7.7 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 may be reasonably requested in connection therewith. (e) The Surviving Partnership and the General Partner shall, and shall cause their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) to, provide or maintain in effect for six (6) years from and after the Merger 2 Effective Time, through the purchase of “run-off” coverage or otherwise, directors’ and officers’ and corporate liability insurance covering those individuals who are covered by the directors’ and officers’ and corporate liability insurance policies provided for directors and officers of the General Partner, the Partnership and their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) as of the date hereof (the “Existing Policies”) on terms comparable in all respects to the Existing Policies and such coverage shall contain minimum aggregate limits of liability for directors’ and officers’ and corporate liability insurance coverage for directors and officers of the General Partner, the Partnership and their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) with the amount of coverage at least equal to that of the Existing Policies and deductibles no larger than those of the Existing Policies; provided, however, that if such “run-off” or other coverage is not available at a cost not greater than three hundred percent (300%) of the annual premiums paid as of the date hereof under the Existing Policies (the “Insurance Cap”) (which premiums are set forth in Section 7.7(e) of the Partnership Disclosure Schedule), then the Partnership and the General Partner shall be required to, and shall cause their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) to, obtain as much coverage as is possible under substantially similar policies for such annual premiums as do not exceed the Insurance Cap. (f) Notwithstanding anything to the contrary in this Section 7.7, each of Parent, the General Partner and the Surviving Corporation agrees that any indemnification, advancement of expenses or insurance available to any D&O Indemnitee who on or prior to the Closing Date was a director of the General Partner, the Partnership or any of their respective Subsidiaries by virtue of such D&O Indemnitee’s service as a partner or employee of any investment fund affiliated with or managed by Xxxxxxx & Xxxxxxxx LLC on or prior to the Closing Date (any such Indemnitee, a “H&F Director”) shall be secondary to the indemnification, advancement of expenses and insurance to be provided by Parent, the General Partner, the Surviving Corporation, the Surviving Corporation’s Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) pursuant to this Section 7.7 and that Parent, the General Partner, the Surviving Corporation, the Surviving Corporation’s Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) (i) shall be the primary indemnitors of first resort for H&F Directors pursuant to this Section 7.7, (ii) shall be fully responsible for the advancement of expenses, indemnification and exculpation from liabilities with respect to H&F Directors which are addressed by this Section 7.7 and (iii) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification or insurance available to any H&F Director with respect to any matter addressed by this Section 7.7. (g) The obligations of Parent, the General Partner and the Surviving Corporation under this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee or Unitholder Indemnitee to whom this Section 7.7 applies without the consent of each affected D&O Indemnitee and Unitholder Indemnitee (it being expressly agreed that the D&O Indemnitees and Unitholder Indemnitees to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.7). The provisions of this Section 7.7 (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee and Unitholder Indemnitee, his, her or its 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 Law, Contract or otherwise. (h) In the event that the Purchaser General Partner, the Surviving Corporation or any of its their respective successors or assigns (i) consolidates or merges with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to shall be made by Parent, the General Partner and the Surviving Corporation so that the successors and assigns of Purchaser the General Partner or transferee of such assets the Surviving Corporation, as applicable, shall assume all of the obligations thereof set forth in this Section 6.187.7. (ci) Notwithstanding any other provision of Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the contraryGeneral Partner, the indemnitees to whom Partnership or any of the Partnership’s Subsidiaries or any of their respective directors or officers, it being understood and agreed that the indemnification provided for in this Section 6.18 applies shall be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended 7.7 is not prior to be or in substitution for the benefit of each any such indemnitee, his or her heirs and his or her representatives. The obligations of Parent and the Purchased Companies and their Subsidiaries claims under this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteepolicies.

Indemnification, Exculpation and Insurance. (a) Purchaser shall, Parent and shall cause the Purchased Companies Sub agree that all rights to indemnification and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their capacities as such, with references to respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other agreements of the Company thereafter deemed to refer to as in effect on the Purchaser; provided, however, that neither Purchaser nor any of the Purchased Companies or their Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (i) a breach date of this Agreement or any of shall be assumed by the Transaction Agreements by such PersonSurviving Corporation in the Merger, (ii) criminal conduct by such Personwithout further action, (iii) a material violation of any nationalat the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in respect of which indemnification would not be permitted for such Person under applicable Lawand Parent shall ensure that the Surviving Corporation complies with and honors the foregoing obligations. (b) In the event that the Purchaser Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person 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 other assets to any Personperson, or if Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Purchaser Parent shall cause proper provision to be made so that the successors and assigns of Purchaser or transferee of such assets shall the Surviving Corporation assume the obligations set forth in this Section 6.185.05. (c) Notwithstanding any other provision For six years after the Effective Time, Parent shall maintain in effect the Company's current directors' and officers' liability insurance covering each person currently covered by the Company's directors' and officers' liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement Agreement; provided that Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable to such directors and officers than the contrary, the indemnitees to whom insurance coverage otherwise required under this Section 6.18 applies 5.05(c); provided, however, that in no event shall Parent be third party beneficiaries of required to pay aggregate premiums for insurance under this Section 6.185.05(c) in excess of 200% of the amount of the aggregate premiums paid by the Company in 2001 on an annualized basis for such purpose (which 2001 annualized premiums are hereby represented and warranted by the Company to be $333,580) (the "Maximum Premium"), provided that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 200% amount. If the existing or substituted directors' and officers' liability insurance expires or is terminated or canceled during such six-year period, Parent will obtain as much directors' and officers' liability insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. (d) The provisions of this Section 6.18 5.05 (i) are intended to be for the benefit of of, and will be enforceable by, each such indemniteeindemnified party, his or her heirs and his or her representatives. The obligations of Parent representatives and the Purchased Companies (ii) are in addition to, and their Subsidiaries under this Section 6.18 shall not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.18 applies without the express written consent of such affected indemniteeperson may have by contract or otherwise.