Common use of Indemnification; Liability Insurance Clause in Contracts

Indemnification; Liability Insurance. The Company hereby agrees to indemnify Employee and hold him harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the Company.

Indemnification; Liability Insurance. The (a) Until at least the day after the last date on which a Xxxxxxx Individual is a Director, officer or employee of the Company hereby agrees or any of its Subsidiaries, the Company shall grant indemnification (including advancement of expenses) to indemnify Employee each such Director, officer and hold him harmless employee of the Company or any of its Subsidiaries to the fullest greatest extent permitted under Applicable Law, as may be amended from time to time. Such indemnification and advancement shall continue as to any Xxxxxxx Individual (i) who becomes entitled to indemnification or advancement on or prior to such date, notwithstanding any change (except those changes made as required by Applicable Law) in the by-laws of the Company in effect on the date of this Agreement against Company’s indemnification or advancement policies following such date, and in (ii) with respect to any actual liabilities existing or threatened actionsarising from events that have occurred on or prior to such date, suitsnotwithstanding such Xxxxxxx Individual’s ceasing to be a Director, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates officer or subsidiaries employee of the Company. In furtherance . (b) The Company warrants and represents that, as of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company has insurance coverage with respect to director and officer liability (“D&O Coverage”) and fiduciary liability (“Fiduciary Coverage”) covering Directors, officers and employees of the Company, within 10 days of presentation of invoicesincluding Xxxxxxx Individuals serving in any such capacity at the Company (collectively, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, the “Agreed Coverage”). (c) Subject to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In additionprovisions of this Section 6.4, the D&O Coverage and Fiduciary Coverage shall be renewed annually and kept in force by the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in on substantially the same amount and terms in order to cover any claims made on or prior to the same extent as sixth anniversary of the last date on which any Xxxxxxx Individual is a Director, officer or employee of the Company. The Company shall be responsible for the cost of D&O Coverage and Fiduciary Coverage that covers its other Directors, officers and directors. To the extent permitted by applicable law and employees of the Company’s by-laws , including Xxxxxxx Individuals serving in effect on any such capacity at the Company. (d) As used in this Section 6.4, the term “D&O Coverage,” “Fiduciary Coverage”, and “Agreed Coverage” shall mean the coverages in place as of the date of this AgreementAgreement and “Coverage Change” shall mean any renewal, Employee will amendment, endorsement or replacement of such coverage. A change in premium for any such Agreed Coverage shall not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the Companyconsidered a “Coverage Change.”

Indemnification; Liability Insurance. A. The Company hereby agrees to indemnify Employee and hold him harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages (collectively, “Claims”) resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you Employee under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the Company. B. Employee hereby agrees to indemnify the Company, its Affiliates, and their respective successors, assigns, directors, officers, employees and representatives and hold them harmless to the fullest extent permitted under the law against and in respect of any actual or threatened Claims resulting from or attributable to any and all willful, criminal or grossly negligent acts and/or omissions of Employee in connection with Employee’s actions under this Agreement; provided, however, that to the extent any such liabilities, costs, damages, expenses and attorney’s fees are compensated for by insurance purchased by the Company and/or Employee, Employee shall not be required to reimburse the Company for the same.

Indemnification; Liability Insurance. The (a) Until at least the day after the last date on which a Group Individual is a Director, officer or employee of the Company, the Company hereby agrees shall grant indemnification (including advancement of expenses) to indemnify Employee each such Director, officer and hold him harmless employee of the Company to the fullest greatest extent permitted under the by-laws Section 145 of the Company General Corporation Law of the State of Delaware and other Applicable Law, as may be amended from time to time. Such indemnification and advancement shall continue as to any Group Individual (i) who becomes entitled to indemnification or advancement on or prior to such date, notwithstanding any change (except those changes made as required by applicable law) in effect on the date of this Agreement against Company’s indemnification or advancement policies following such date, and in (ii) with respect to any actual liabilities existing or threatened actionsarising from events that have occurred on or prior to such date, suitsnotwithstanding such Group Individual’s ceasing to be a Director, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates officer or subsidiaries employee of the Company. In furtherance . (b) As of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company has insurance coverage with respect to (i) director and officer liability (“D&O Coverage”) and fiduciary liability (“Fiduciary Coverage”) covering Directors, officers and employees of the Company, within 10 days of presentation of invoicesincluding Group Individuals serving in any such capacity at the Company, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection (ii) liabilities under U.S. federal and state securities laws (“Securities Coverage” and, together with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in D&O Coverage and the event that it is ultimately determined that Employee is not entitled to be indemnified. In additionFiduciary Coverage, the “Agreed Coverage”) covering Directors, officers and employees of the Company, Group Individuals, the Company, ING Group and respective Subsidiaries of the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in the same amount ING Group equally and to the same extent as extent. (c) Subject to the provisions of this Section 6.8, the D&O Coverage and Fiduciary Coverage shall be renewed annually and kept in force by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which any Group Individual is a Director, officer or employee of the Company. The Company shall be responsible for the cost of D&O Coverage and Fiduciary Coverage that covers its other Directors, officers and directors. To the extent permitted by applicable law and employees of the Company’s by-laws , including Group Individuals serving in effect any such capacity at the Company. (d) Subject to the provisions of this Section 6.8, the Securities Coverage shall be renewed annually by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which the closing occurred for any offering of securities by the Company (i) in which ING Group or any of its Subsidiaries is a selling or controlling securityholder, (ii) completed while any Group Individual is a Director (or was named in the Registration Statement of the Company under the Securities Act for such offering as about to become a Director of the Company), officer, employee of the Company or (iii) completed prior to the termination of this Agreement (excluding those provisions of this Agreement that are expressly stated to survive such termination in Section 10.15(a) hereof). The Company shall be responsible for the cost of that portion of the Securities Coverage that covers Directors, officers and employees of the Company, including Group Individuals serving in any such capacity at the Company. ING Group shall reimburse the Company for the cost of that portion of the Securities Coverage covering ING Group, its respective Subsidiaries and their respective Directors, officers and employees. (e) As used in this Section 6.8, the terms “D&O Coverage,” “Fiduciary Coverage, “Securities Coverage” and “Agreed Coverage” shall mean the coverages in place as of the date of this AgreementAgreement as well as any renewal, Employee will amendment, endorsement or replacement (each, a “Coverage Change”) of such coverages. A change in premium for any such Agreed Coverage shall not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the Companyconsidered a “Coverage Change.”

Indemnification; Liability Insurance. (a) The Company hereby agrees to shall indemnify Employee and hold him harmless the Executive to the fullest maximum extent permitted provided for under the by-laws its operating agreement (or similar organizational documents of the Company as they may be in effect on at the date of this Agreement against and in relevant time), or if greater, an indemnification agreement with the Executive, with respect to any actual action, suit or proceeding (each, a “Claim”) arising in connection with or related to the Executive’s performance of the Executive’s duties under this Agreement, and to which the Executive is made, or threatened actionsto be made, suitsa party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, proceedingshowever, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from that no indemnification shall be provided for any action or claim brought against the Executive in good faith performance by the Company for breach of his assigned (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliates, or any of the Executive’s other duties and responsibilities with the Company and any affiliates or subsidiaries of obligations to the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the The Company will, in effect on the date of this Agreementaddition, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of Executive, or pay directly, all legal fees costs and disbursements Employee actually incurs expenses incurred by Executive in connection with any potentially indemnifiable matter such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that Employeesuch notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the extent required Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law, undertake to repay such amount in . (b) The Company shall cover the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you Executive under directors and officers liability insurance both during and, while potential liability exists, and after the termination Period of Employee’s employment Employment in the same amount and to the same extent as the Company covers its other active officers and directors. To directors (except that, in no event shall the extent permitted by applicable law and Company be required to maintain such coverage for a period of more than six years after the later of the last day on which the Executive served as an employee of the Company or as a member of the Company’s by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the CompanyBoard).

Indemnification; Liability Insurance. (a) The Company hereby agrees shall, to the maximum extent permitted by applicable law, indemnify Employee and hold him harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Agreement from and against all liability and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, loss suffered and expenses (including reasonable attorney’s attorneys’ fees), losses, and damages ) reasonably incurred by Employee resulting from the Employee’s good faith performance of his assigned Employee’s duties for the Company, and responsibilities for all good faith acts and decisions made by Employee in connection with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws establishment of the Company in effect on prior to any actual performance of services. The Company shall, unless specifically prohibited from doing so by applicable law, pay and advance the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to expenses (including attorneys’ fees) incurred by Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided provided, however, that such payment of expenses in advance of the final disposition of a proceeding or threatened proceeding shall be made only upon receipt of an undertaking by Employee (or Employee’s heir(s), to the extent required by applicable law, undertake executor(s) or adminstrator(s) if applicable) to repay such amount in the event that all amounts advanced if it is should ultimately be determined that Employee is not entitled to be indemnifiedindemnified under this Section 7 or otherwise. In addition, This subparagraph specifically supersedes Article X(2)(b) and Article X(4) of the Parent Company’s Certificate of Incorporation. (b) The Company will shall cover you Employee under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in the same amount and to the same extent as the Company covers its other directors and officers and directors. To the extent permitted by applicable law shall maintain commercially reasonable levels of directors and the Company’s by-laws in effect on the date officers liability insurance. (c) The rights to indemnification and advancement of this Agreement, Employee will not be liable expenses conferred pursuant to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will 7 shall survive the termination of Employee’s employment with the Company to the extent necessary to give effect to the provisions of this Section 7. Any amendment, repeal or modification of, or adoption of any provision inconsistent with, this Section 7 (or any provision hereof) shall not adversely affect any right to indemnification or advancement of expenses granted to Employee pursuant hereto with respect to any act or omission of Employee occurring prior to the time of such amendment, repeal, modification or adoption (regardless of whether any claim, legal proceeding or threatened legal proceeding relating to such acts or omissions, or any proceeding relating to Employee’s rights to indemnification or to advancement of expenses, is commenced before or after the time of such amendment, repeal, modification or adoption), and any such amendment, repeal, modification or adoption that would adversely affect Employee’s rights to indemnification or advancement of expenses hereunder shall be ineffective as to Employee, except with respect to any threatened, pending or completed legal proceeding that relates to or arises from (and only to the extent such proceeding relates to or arises from) any act or omission of Employee occurring after the effective time of such amendment, repeal, modification or adoption. The rights provided hereunder shall inure to the benefit of Employee and his heirs, executors and administrators. (d) If a claim for indemnification or advancement of expenses under this Section 7 is not paid in full within 30 days after a written claim therefor by Employee (or his heir, executor or administrator), as applicable, has been received by the Company, Employee (or his heir, executor or administrator), as applicable, may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that Employee is not entitled to the requested indemnification or advancement of expenses under applicable law. Further, notwithstanding anything to the contrary in Section 145 of the Delaware General Corporation Law (“the DGCL”), the jurisdiction provision set forth in Section 18 of this Agreement shall apply to any dispute regarding this Section 7.

Indemnification; Liability Insurance. A. The Company hereby agrees to indemnify Employee and hold him harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s 's fees), losses, and damages (collectively, "Claims") resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s 's obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you Employee under directors and officers officer’s liability insurance both during and, while potential liability exists, after the termination of Employee’s 's employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s 's by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s 's employment with the Company. B. Employee hereby agrees to indemnify the Company, its Affiliates, and their respective successors, assigns, directors, officers, employees and representatives and hold them harmless to the fullest extent permitted under the law against and in respect of any actual or threatened Claims resulting from or attributable to any and all willful, criminal or grossly negligent acts of Employee in connection with Employee's actions under this Agreement; provided, however, that to the extent any such liabilities, costs, damages, expenses and attorney's fees are compensated for by insurance purchased by the Company and/or Employee, Employee shall not be required to reimburse the Company for the same.

Indemnification; Liability Insurance. A. The Company hereby agrees to indemnify Employee and hold him harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s 's fees), losses, and damages (collectively, "Claims") resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s 's obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you Employee under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s 's employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s 's by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s 's employment with the Company. B. Employee hereby agrees to indemnify the Company, its Affiliates, and their respective successors, assigns, directors, officers, employees and representatives and hold them harmless to the fullest extent permitted under the law against and in respect of any actual or threatened Claims resulting from or attributable to any and all willful, criminal or grossly negligent acts of Employee in connection with Employee's actions under this Agreement; provided, however, that to the extent any such liabilities, costs, damages, expenses and attorney's fees are compensated for by insurance purchased by the Company and/or Employee, Employee shall not be required to reimburse the Company for the same.

Indemnification; Liability Insurance. (a) The Company hereby agrees to shall indemnify Employee and hold him harmless the Executive to the fullest maximum extent permitted provided for under the by-laws its operating agreement (or similar organizational documents of the Company as they may be in effect on at the date of this Agreement against and in relevant time), or if greater, an indemnification agreement with the Executive, with respect to any actual action, suit or proceeding (each, a “Claim”) arising in connection with or related to the Executive’s performance of the Executive’s duties under this Agreement, and to which the Executive is made, or threatened actionsto be made, suitsa party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, proceedingshowever, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from that no indemnification shall be provided for any action or claim brought against the Executive in good faith performance by the Company for breach of his assigned (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliates, or any of the Executive’s other duties and responsibilities with the Company and any affiliates or subsidiaries of obligations to the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the The Company will, in effect on the date of this Agreementaddition, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of Executive, or pay directly, all legal fees costs and disbursements Employee actually incurs expenses incurred by Executive in connection with any potentially indemnifiable matter such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that Employeesuch notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the extent required Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law, undertake to repay such amount in . (b) The Company shall cover the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you Executive under directors and officers liability insurance both during and, while potential liability exists, and after the termination Period of Employee’s employment Employment in the same amount and to the same extent as the Company covers its other active officers and directors. To directors (except that, in no event shall the extent permitted by applicable law and Company be required to maintain such coverage for a period of more than six years after the later of the last day on which the Executive served as an employee of the Company or as a member of the Company’s by-laws in effect on the date Board). [The remainder of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the Companypage has intentionally been left blank.]

Indemnification; Liability Insurance. The (a) Until at least the day after the last date on which an AXA Individual is a Director, officer or employee of the Company, the Company hereby agrees shall grant indemnification (including advancement of expenses) to indemnify Employee each such Director, officer and hold him harmless employee of the Company to the fullest greatest extent permitted under Section 145 of the by-laws General Corporation Law of the State of Delaware and other Applicable Law, as may be amended from time to time. Such indemnification and advancement shall continue as to any AXA Individual (i) who becomes entitled to indemnification or advancement on or prior to such date, notwithstanding any change (except those changes made as required by applicable law) in the Company’s indemnification or advancement policies following such date, and (ii) with respect to liabilities existing or arising from events that have occurred on or prior to such date, notwithstanding such AXA Individual’s ceasing to be a Director, officer or employee of the Company. (b) In connection with the IPO, the Company has obtained new insurance coverage effective as of the Completion of the IPO with respect to (i) director and officer liability (including entity coverage for any securities claims) and (ii) director and officer liability that is not indemnified by the Company and not covered under the foregoing clause (i) of this Section 6.6(b) (collectively, “Agreed Coverage”). The Agreed Coverage covers Directors, officers and employees of the Company in effect on and AXA Individuals equally and to the date of this Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), lossessame extent, and damages resulting from the good faith performance Company, Subsidiaries of his assigned duties and responsibilities with the Company and AXA equally and to the same extent. (c) In addition to the Agreed Coverage, the Company maintains insurance coverage for fiduciary liability and director and officer liability unrelated to the IPO (collectively, the “Current Coverage”). The Current Coverage shall be renewed annually and kept in force by the Company on substantially the same terms in order to cover any affiliates claims made on or subsidiaries prior to the sixth anniversary of the last date on which any AXA Individual is a Director, officer or employee of the Company. In furtherance The Company shall be responsible for the cost of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the CompanyCurrent Coverage.

Indemnification; Liability Insurance. A. The Company hereby agrees to indemnify Employee and hold him harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s 's fees), losses, and damages (collectively, "Claims") resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s 's obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you Employee under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s 's employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s 's by-laws in effect on the date of this Agreement, Employee will not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s 's employment with the Company. B. Employee hereby agrees to indemnify the Company, its Affiliates, and their respective successors, assigns, directors, officers, employees and representatives and hold them harmless to the fullest extent permitted under the law against and in respect of any actual or threatened Claims resulting from or attributable to any and all willful, criminal or grossly negligent acts or omissions of Employee in connection with Employee's actions under this Agreement; provided, however, that to the extent any such liabilities, costs, damages, expenses and attorney's fees are compensated for by insurance purchased by the Company and/or Employee, Employee shall not be required to reimburse the Company for the same.

Indemnification; Liability Insurance. The (a) Until at least the day after the last date on which an AXA Individual is a Director, officer or employee of the Company, the Company hereby agrees shall grant indemnification (including advancement of expenses) to indemnify Employee each such Director, officer and hold him harmless employee of the Company to the fullest greatest extent permitted under Section 145 of the by-laws General Corporation Law of the State of Delaware and other Applicable Law, as may be amended from time to time. Such indemnification and advancement shall continue as to any AXA Individual (i) who becomes entitled to indemnification or advancement on or prior to such date, notwithstanding any change (except those changes made as required by applicable law) in the Company’s indemnification or advancement policies following such date, and (ii) with respect to liabilities existing or arising from events that have occurred on or prior to such date, notwithstanding such AXA Individual’s ceasing to be a Director, officer or employee of the Company. (b) In connection with the IPO, the Company has obtained new insurance coverage effective as of the Completion of the IPO with respect to (i) director and officer liability (including entity coverage for any securities claims) and (ii) director and officer liability that is not indemnified by the Company and not covered under the foregoing clause (i) of this Section 6.6(b) (collectively, “Agreed Coverage”). The Agreed Coverage covers Directors, officers and employees of the Company and AXA Individuals equally and to the same extent, and the Company, Subsidiaries of the Company and AXA equally and to the same extent. (c) In addition to the Agreed Coverage, the Company maintains insurance coverage for fiduciary liability and director and officer liability unrelated to the IPO (collectively, the “Current Coverage”). The Current Coverage shall be renewed annually and kept in effect force by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which any AXA Individual is a Director, officer or employee of the Company. The Company shall be responsible for the cost of the Current Coverage. (d) Subject to the provisions of this Section 6.6, the Agreed Coverage shall be renewed annually by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which the closing occurred for any offering of securities by the Company (i) in which AXA is a securityholder, (ii) completed while any AXA Individual is a Director (or was named in the Registration Statement of the Company under the Securities Act for such offering as a Director nominee of the Company), officer, employee of the Company or (iii) completed prior to the termination of this Agreement (excluding those provisions of this Agreement that are expressly stated to survive such termination in Section 10.13 hereof). (e) As used in this Section 6.6, the terms “Current Coverage” and “Agreed Coverage” shall mean the coverages in place as of the date of this Agreement against and as well as any renewal, amendment, endorsement or replacement (each, a “Coverage Change”) of such coverages. A change in respect to premium for any actual such Agreed Coverage or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of this Agreement, Employee will Current Coverage shall not be liable to the Company or any of its affiliates or subsidiaries for his acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of his assigned duties and responsibilities. The obligations and limits contained in this Section 10 will survive the termination of Employee’s employment with the Companyconsidered a “Coverage Change.”

Indemnification; Liability Insurance. The Company (a) Except as may be covered by any policy of insurance carried or required hereunder to be carried by Landlord, Tenant shall and does hereby indemnify and save harmless Landlord, its successors or assigns, from all claims and demands of every kind, that may be brought against it, them or any of them for or on account of any damage, loss or injury to persons or property in or about the premises or the building and appurtenances in which the premises are situated, arising from or out of Tenant's use or occupancy thereof or occasioned wholly or in part (in which event the indemnification shall be proportional) by any act or omission of Tenant, its agents, servants, contractors, employees or invitees, and from any and all costs and expenses, counsel fees, and other charges which may be imposed upon Landlord, its successors or assigns, or which it or they may be obligated to incur in consequence thereof. (b) Tenant covenants and agrees to indemnify Employee and hold him harmless to that it will, throughout the fullest extent permitted under the by-laws of the Company in effect on the date term of this Agreement against Lease, carry and pay for public liability insurance in respect a company reasonably satisfactory to Landlord naming Landlord as an additional insured, with combined single limits of liability of not less than $2,000,000 for bodily injury or death for one person and $5,000,000 for bodily injury or death to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), lossesnumber of persons in any one occurrence, and damages resulting from the good faith performance $1,000,000 for property damage, and will furnish Landlord with a certificate of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries same showing a ten (10) days, notice of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with any potentially indemnifiable matter provided that Employee, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnifiedcancellation clause. In addition, the Company will cover you under directors Tenant agrees to carry casualty and officers property damage on its property or on any property of Landlord which is specifically demised to Tenant pursuant to this Lease, including water damage and sprinkler leakage legal liability, and Tenant specifically agrees that Landlord shall have no liability to Tenant for any property damage arising from any cause whatsoever except for any negligence of or imputed to Landlord. (c) Except as may be covered by any policy of insurance both during andcarried or required hereunder to be carried by Tenant, while potential liability existsLandlord shall and does hereby indemnify and save harmless Tenant, after the termination its permitted successors or assigns, from all claims and demands of Employee’s employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of this Agreementevery kind, Employee will not that may be liable to the Company brought against it, them, or any of them for or on account of any damage, loss or injury to persons or property in or about the premises or the building and appurtenances in which the premises are situated arising from or out of Landlord's use thereof or occasioned wholly or in part (in which event the indemnification shall be proportional) by any act or omission of Landlord, its affiliates agents, servants, contractors, employees or subsidiaries for his acts invitees, and from any and all costs and expenses, counsel fees, and other charges which may be imposed upon Tenant, its permitted successors or omissionsassigns, except or which it or they may be obligated to incur in consequence thereof. (d) Landlord and Tenant shall each require their respective insurers to include in all their insurance policies which could give rise to a right of subrogation against the extent that such acts other, a clause or omissions were not made endorsement whereby said insurers shall waive any rights of subrogation against Tenant in the good faith performance case of his assigned duties and responsibilities. The obligations and limits contained Landlord's insurers or against Landlord in this Section 10 will survive the termination case of Employee’s employment with the CompanyTenant's insurers.