Common use of Indemnification of Directors and Officers; Insurance Clause in Contracts

Indemnification of Directors and Officers; Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the Closing Date, is a current or former director or officer of the Acquired Companies (collectively, the “Covered Persons”) pursuant to the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwise, shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing Date. Following the Closing, neither Buyer nor the Acquired Companies shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunder. (b) Buyer shall cause the Acquired Companies to honor, to the fullest extent permitted by applicable Law, all of the obligations of the Acquired Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Acquired Companies exist on the Closing Date, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations with respect to any claims; provided that such indemnification rights shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII of this Agreement. (c) In the event that Buyer, the Acquired Companies or any of their respective successors or assigns after the Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or a substantial portion of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer, the Acquired Companies or of their respective successors or assigns assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by this Section 5.16. (d) Buyer and/or the Acquired Companies or their respective successors or assigns shall pay all reasonable expenses, including, without limitation, reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided in this Section 5.16. The provisions of this Section 5.16 shall survive the consummation of the Closing and expressly are intended to benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements. (e) Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Buyer hereby agrees (i) that the Acquired Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); (ii) that the Acquired Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amounts, in each case in accordance with the indemnification obligations described in this Section 5.16, without regard to any rights any such Covered Person may have against any such other Person; and (iii) that Parties irrevocably waives, relinquishes and releases (and shall cause the Acquired Companies to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Acquired Companies further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Companies shall affect the foregoing.

Indemnification of Directors and Officers; Insurance. (a) Buyer agrees From and after the Closing Date, Purchaser shall cause the Companies and their respective Subsidiaries to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law and as set forth in the organizational documents of the Companies and their respective Subsidiaries, each of the individuals who prior to the Closing Date were directors, officers or employees of the Companies or their Subsidiaries (collectively, the “D&O Indemnitees”) against expenses (including reasonable attorneys’ fees), judgements, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that all such person is or was an agent of the corporation. (b) Purchaser hereby acknowledges that certain D&O Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by Seller or its Affiliates (other than the Companies and exculpation now existing in favor of each individual who, as of for which the Closing Date, is a current or former director or officer of the Acquired Companies are not responsible) (collectively, the “Covered PersonsSeller Indemnitors”) pursuant ). The D&O Insurance will be the first and primary source of indemnification for the Seller Indemnitors. Thereafter, Purchaser hereby agrees that the Companies will be the indemnitor of first resort (i.e., its obligations to the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwise, shall survive the Closing D&O Indemnitees will be primary and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing Date. Following the Closing, neither Buyer nor the Acquired Companies shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights obligation of the Covered Persons thereunder. (b) Buyer shall cause the Acquired Companies to honor, to the fullest extent permitted by applicable Law, all of the obligations of the Acquired Companies to indemnify (including any obligations Seller Indemnitors to advance funds expenses or to provide indemnification for expenses) the Covered Persons to same expenses or liabilities incurred by the extent that such obligations of the Acquired Companies exist on the Closing Date, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations with respect to any claims; provided that such indemnification rights shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII of this AgreementD&O Indemnitees will be secondary). (c) In Prior to the event that BuyerClosing, the Acquired Companies shall obtain a prepaid directors’ and officers’ insurance and indemnification policy (which may be a “runoff” or “tail” policy), which policy covers the six (6) year period immediately following the Closing Date (the “D&O Insurance”). Purchaser agrees to maintain, or cause to be maintained, the D&O Insurance in full force and effect, and continue to honor the obligations thereunder during the term thereof. The D&O Indemnitees will not be entitled to any indemnification hereunder from the Companies, Seller and their Affiliates with respect to any such claims until they have used their reasonable best efforts to obtain indemnification under the D&O Insurance, and the Purchaser and the Companies agree to use reasonable best efforts to obtain indemnification under the D&O Insurance. (d) The obligations of Purchaser and the Companies under this Section 6.4 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 6.4 applies without the consent of the affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitees to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4). (e) If Purchaser, any Company or any of its respective Subsidiary, or any of their respective successors or assigns after the Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; , or (ii) transfers or conveys all or a substantial portion substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of BuyerPurchaser, any Company or any Subsidiary, as the Acquired Companies or of their respective successors or assigns case may be, shall assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by this Section 5.16. (d) Buyer and/or the Acquired Companies or their respective successors or assigns shall pay all reasonable expenses, including, without limitation, reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided set forth in this Section 5.16. The provisions of this Section 5.16 shall survive the consummation of the Closing and expressly are intended to benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements6.4. (e) Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Buyer hereby agrees (i) that the Acquired Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); (ii) that the Acquired Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amounts, in each case in accordance with the indemnification obligations described in this Section 5.16, without regard to any rights any such Covered Person may have against any such other Person; and (iii) that Parties irrevocably waives, relinquishes and releases (and shall cause the Acquired Companies to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Acquired Companies further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Companies shall affect the foregoing.

Indemnification of Directors and Officers; Insurance. (a) For a period of six (6) years following the Effective Time, Buyer agrees that shall, and shall cause the Surviving Company or its successor to, fulfill and honor in all respects the obligations of the Company with respect to all rights to indemnification, indemnification (including advancement of expenses and expenses) or exculpation now existing in favor of, and all limitations on the personal liability of, any Person who is now, or has been at anytime prior to the date hereof, or who becomes prior to the Effective Time, a director, officer or fiduciary of each individual who, the Company or any of its Subsidiaries (the “Company Indemnified Parties”) under the certificate of incorporation or bylaws of the Company or in any indemnification agreements in effect as of the Closing Date, is a current or former director or officer date hereof and set forth in Section 6.6 of the Acquired Companies Disclosure Schedule (collectively, the “Covered Persons”copies of which have been made available to Buyer) pursuant to the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwise, shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing Date. Following the Closing, neither Buyer nor the Acquired Companies shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunderfullest extent permitted under applicable Law. (b) At or prior to the Closing, the Company shall obtain, maintain and fully pay for irrevocable “tail” insurance policies naming all Persons who were directors or officers of the Company and its Subsidiaries prior to the Closing as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and related coverages that are under the same policy in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date; provided that the cost of the annual premium for such “tail” insurance policies shall not be required to exceed an amount equal to 300% of the annual premiums currently paid by the Company and its Subsidiaries for such insurance; provided, further, that, if such amount is insufficient for such coverage, the Company may spend up to such amount to obtain “tail” insurance policies with the greatest coverage available at such cost. Buyer shall not, and shall cause the Acquired Companies Company and its Subsidiaries not to, cancel or change such insurance policies in such a manner as to honor, adversely affect any Company Indemnified Party to whom this Section 6.6 applies without the fullest extent permitted by applicable Law, all of the obligations of the Acquired Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Acquired Companies exist on the Closing Date, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms prior written consent of such arrangements until Company Indemnified Party. For the expiration avoidance of doubt, the applicable statute costs of limitations with respect to any claims; provided that such indemnification rights insurance policies shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII of this Agreementconstitute Transaction Expenses. (c) The obligations under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnified Party to whom this Section 6.6 applies without the consent of such affected Company Indemnified Party. The provisions of this Section 6.6 (i) are intended to be for the benefit of, and will be enforceable by, each Company Indemnified Party, 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. (d) In the event that Buyer, the Acquired Companies Surviving Company or any of their respective its successors or assigns after the Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; , or (ii) transfers or conveys all or a substantial portion substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Buyerthe Surviving Company, as the Acquired Companies or of their respective successors or assigns case may be, assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by this Section 5.16. (d) Buyer and/or the Acquired Companies or their respective successors or assigns shall pay all reasonable expenses, including, without limitation, reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided set forth in this Section 5.16. The provisions of this Section 5.16 shall survive the consummation of the Closing and expressly are intended to benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements6.6. (e) Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Buyer hereby agrees (i) that the Acquired Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); (ii) that the Acquired Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amounts, in each case in accordance with the indemnification obligations described in this Section 5.16, without regard to any rights any such Covered Person may have against any such other Person; and (iii) that Parties irrevocably waives, relinquishes and releases (and shall cause the Acquired Companies to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Acquired Companies further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Companies shall affect the foregoing.

Indemnification of Directors and Officers; Insurance. (a) Buyer agrees Subject to the occurrence of the Effective Date, until the six year anniversary date of the Effective Date, the ACQUIROR and the Surviving Corporation agree that all rights to indemnification, advancement of expenses and indemnification or exculpation now existing in favor of each individual whopresent and former employee (including any employee who serves or served in a fiduciary capacity of any Plans), as of the Closing Dateagent, is a current or former director or officer of the Acquired Companies NEXA and NEXA Subsidiaries (collectively, the “Covered PersonsIndemnified Parties”) pursuant to as provided in the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions charters or otherwise, by-laws or otherwise in effect as of the date hereof shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing Effective Date. Following the Closing, neither Buyer nor the Acquired Companies shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunder. (b) Buyer For a period of six years after the Effective Time, the ACQUIROR shall cause the Acquired Companies Surviving Corporation and the Surviving Corporation shall cause to honorbe maintained in effect the current policies of directors’ and officers’ liability insurance maintained by NEXA (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to make annual premium payments for such insurance to the extent that such premiums exceed an amount equal to 200% of the annual premiums paid as of the date hereof by NEXA for such insurance and if such premiums exceed such amount the Surviving Corporation shall purchase insurance policies in amounts and with coverage as reasonably can be purchased for such amount. Without limiting the foregoing, the ACQUIROR and the Surviving Corporation shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted by under applicable Law, all of the obligations of the Acquired Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Acquired Companies exist on the Closing Date, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations with respect to any claims; provided that such indemnification rights shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII of this Agreementlaw. (c) In the event that Buyer, the Acquired Companies ACQUIROR or any of their respective its successors or assigns after the Closing Date (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; , or (ii) transfers or conveys all or a substantial portion substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Buyer, the Acquired Companies or of their respective successors or assigns ACQUIROR assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by set forth in this Section 5.164.9. (d) Buyer and/or the Acquired Companies or their respective successors or assigns shall pay all reasonable expenses, including, without limitation, reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided in this Section 5.16. The provisions of this Section 5.16 shall survive the consummation of the Closing and expressly 4.9 are intended to be for the benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements. (e) Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Buyer hereby agrees (i) that the Acquired Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); (ii) that the Acquired Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amountsenforceable by, in each case in accordance with the indemnification obligations described in this Section 5.16, without regard to any rights any such Covered Person may have against any such other Person; Indemnified Party and (iii) that Parties irrevocably waives, relinquishes his or her heirs and releases (and shall cause the Acquired Companies to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Acquired Companies further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Companies shall affect the foregoingrepresentatives.

Indemnification of Directors and Officers; Insurance. (a) Buyer agrees that all rights to indemnification, advancement For a period of expenses and exculpation now existing in favor of each individual who, as of six years following the Closing Date, is a current or former director or officer Purchaser agrees to honor all rights of the Acquired Companies directors, officers, employees, fiduciaries or agents of any member of the Company Group (collectively, the “Covered PersonsIndemnitees”) pursuant to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions Organizational Documents of each member of the Company Group as now in effect and the indemnification agreements or otherwise, arrangements of any member of the Company Group with respect to Indemnitees shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of terms. During such six year period, such rights shall not less than six years from the Closing Date. Following the Closing, neither Buyer nor the Acquired Companies shall amend, repeal be amended or otherwise modify such arrangements modified in any manner that would adversely affect the rights of the Covered Persons thereunderIndemnitees, unless ACTIVE 274341277 such modification is required by applicable Law. Purchaser shall pay all fees, costs and expenses, including legal fees that may be incurred by an Indemnitee in enforcing this Section 6.2 to the extent such Indemnitee is the prevailing party in any such Action. (b) Buyer shall cause For not less than six (6) years after the Acquired Companies to honorEffective Time, to the fullest extent permitted unless otherwise required by applicable Law, all the Organizational Documents of the obligations of the Acquired Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons Surviving Company and its Subsidiaries shall contain provisions no less favorable to the extent that such obligations of the Acquired Companies exist on the Closing Date, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations Indemnitees with respect to any claims; provided that such indemnification rights shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII and advancement of this Agreementexpenses to, and exculpation of, directors, officers and employees than are set forth in the governing documents of the Company in effect on the date hereof. (c) In At or prior to the event that BuyerClosing Date, the Acquired Companies Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to the Indemnitee’s existing directors’ and officers’ liability insurance coverage that shall provide such directors and officers coverage for six (6) years following the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the Transactions on terms with respect to such coverage and amount no less favorable to the Indemnitees than those of such policies in effect on the date hereof). Purchaser shall pay all of the premiums for such “tail” prepaid insurance. Purchaser shall, and shall cause the Surviving Company to, maintain such policy in full force and effect. (d) The obligations of Purchaser, the Surviving Company and its Subsidiaries under this Section 6.2 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 6.2 applies without the consent of the affected Indemnitee (it being expressly agreed that (i) the Indemnitees and their heirs and legal representatives to whom this Section 6.2 applies shall be express third-party beneficiaries of this Section 6.2 and shall be entitled to enforce the covenants contained herein and (ii) the rights set forth in this Section 6.2 are in addition to, and not in substitution of, any other rights to indemnification or contribution that any Indemnitee may have). (e) This Section 6.2 survives the consummation of the Transaction at the Effective Time and shall be binding on all successors and assigns of the Surviving Company and its Subsidiaries. If Purchaser or any of their respective its successors or assigns after the Closing Date (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation entity following an arrangement, amalgamation, merger or entity of such consolidation or merger; with any other Person or (ii) transfers or conveys all or a substantial portion substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of BuyerPurchaser, as the Acquired Companies or of their respective successors or assigns case may be, shall assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by this Section 5.16. (d) Buyer and/or the Acquired Companies or their respective successors or assigns shall pay all reasonable expenses, including, without limitation, reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided set forth in this Section 5.16. The provisions of this Section 5.16 shall survive the consummation of the Closing and expressly are intended to benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements6.2. (e) Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Buyer hereby agrees (i) that the Acquired Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); (ii) that the Acquired Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amounts, in each case in accordance with the indemnification obligations described in this Section 5.16, without regard to any rights any such Covered Person may have against any such other Person; and (iii) that Parties irrevocably waives, relinquishes and releases (and shall cause the Acquired Companies to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Acquired Companies further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Companies shall affect the foregoing.

Indemnification of Directors and Officers; Insurance. (a) Buyer agrees (i) that all rights to indemnification, indemnification and/or advancement of expenses and exculpation now existing in favor of each individual whothe directors and officers of any Acquired Subsidiary (each, as of the Closing Date, is a current or former director or officer of the Acquired Companies (an “Indemnitee” and collectively, the “Covered PersonsIndemnitees”) pursuant ), as provided in the Organizational Documents of such Acquired Subsidiary in effect as of the Execution Date, in each case with respect to any matters occurring prior to the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwiseClosing, shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from after the Closing Date and (ii) that the Acquired Subsidiaries shall perform and discharge their respective obligations to provide such indemnification and/or advancement of expenses for a period not less than six (6) years after the Closing Date. Following Any indemnification and liability limitation or exculpation provisions contained in the Closing, neither Buyer nor Organizational Documents of the Acquired Companies Subsidiaries shall amendnot be amended, repeal repealed or otherwise modify such arrangements modified for a period not less than six (6) years after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the Covered Persons thereunderClosing or at any time prior to the Closing, were Indemnitees, unless such modification is required by applicable Law. (b) Buyer shall cause the Acquired Companies to honor, to the fullest extent permitted by applicable Law, all As of the obligations of the Acquired Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Acquired Companies exist on the Closing Execution Date, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations with respect to any claims; provided that such indemnification rights shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII of this Agreement. (c) In the event that Buyer, the Acquired Companies or any of their respective successors or assigns after the Closing Date Subsidiaries have obtained and fully paid for (i) consolidates with or merges into any other Person extensions of Seller Parent’s current directors’ and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or officers’ liability insurance policies through April 1, 2021 and (ii) transfers or conveys all or a substantial portion “discovery periods” of its properties and assets six (6) years on such insurance policies to any Person, then, and in each such case, proper provision shall be made so that run from the successors and assigns earlier of Buyer, the Acquired Companies or of their respective successors or assigns assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by this Section 5.16. (d) Buyer and/or the Acquired Companies or their respective successors or assigns shall pay all reasonable expensescertain triggers, including, without limitation, (I) the Closing Date and (II) April 1, 2021. Following the Closing, neither Sellers nor Buyer shall cancel or otherwise reduce coverage under any directors’ and officers’ liability insurance policy purchased by Sellers or the Acquired Subsidiaries prior to Closing for which any Indemnitee is a beneficiary; provided that no payments shall be required of Buyer or the Acquired Subsidiaries with respect to such insurance policies after Closing. Sellers shall not amend such insurance policies or take any action that would cause the running of such “discovery periods” prior to the Closing without Buyer’s prior written consent. Sellers will use commercially reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing efforts to provide access to such insurance policies to the indemnity and other obligations provided in this Section 5.16. Indemnitees. (c) The provisions of this Section 5.16 6.10 shall survive the consummation of the Closing and expressly are intended to be for the benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements. (e) Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Buyer hereby agrees (i) that the Acquired Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); (ii) that the Acquired Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amountsenforceable by, in each case in accordance with the indemnification obligations described in this Section 5.16Indemnitee, without regard to any rights any such Covered Person may have against any such other Person; their heirs and (iii) that Parties irrevocably waives, relinquishes and releases (their legal representatives and shall cause the Acquired Companies to irrevocably waive, relinquish be binding on all successors and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each assigns of Buyer and the Acquired Companies further agrees that no advancement Subsidiaries, and may not be terminated or payment modified in any manner adverse to such Persons without their prior written consent, unless such termination or modification is required by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Companies shall affect the foregoingapplicable Law.

Indemnification of Directors and Officers; Insurance. (a) Buyer agrees that all rights At the later of (i) the First Closing or (ii) such date on which such individuals are elected to indemnificationthe Board of Directors, advancement of expenses and exculpation now existing in favor of the Company shall enter into indemnification agreements with 37 42 each individual who, as of the Closing Date, is a current or former director or officer of directors designated by the Acquired Companies (collectively, the “Covered Persons”) Purchaser pursuant to the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwise, shall survive Shareholders Agreement ("Purchaser Designees") substantially in the Closing form of Exhibit E hereto with such changes thereto as may be agreed upon by Purchaser and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing Date. Following the Closing, neither Buyer nor the Acquired Companies shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunderCompany (each an "Indemnification Agreement"). (b) Buyer shall cause the Acquired Companies to honor, At or prior to the fullest extent permitted by applicable Law, all of the obligations of the Acquired Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Acquired Companies exist on the First Closing Date, whether pursuant the Company shall obtain directors' and officers' liability insurance policies providing an aggregate of $25,000,000 in additional coverage to charter documentsthe coverage provided by the Company's current directors' and officers' insurance policy (the "Additional D&O Policies"). The Company shall use all commercially reasonable efforts to ensure that the Additional D&O Policies shall, bylaws or limited liability company operating agreements in addition to customary coverage, provide coverage for Purchaser and any of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations its Affiliates with respect to any claims; provided that such indemnification rights shall not apply claims brought against Purchaser or any of its Affiliates arising out of or relating to any Covered Person act or omission of any director of the Company in his or her capacity as a director of the Company; provided, however, that in the event the Additional D&O Policies are not available to provide coverage as described in this sentence, the Company shall use commercially reasonable efforts to obtain a separate insurance policy (the "Alternative Policy") providing such coverage in such amounts as can be obtained by the Company upon the payment of annual premiums that, when aggregated with respect the annual premiums paid for the Additional D&O Policies, do not exceed 200% of the annual premiums related to any Liability the Company's existing director and officer liability policies aggregating $30,000,000 in coverage. The Company shall maintain in effect the Additional D&O Policies and the Alternative Policy for which such Covered Person so long as Purchaser is obligated entitled to indemnify Buyer under ARTICLE VII nominate members to the Board of this Directors pursuant to the Shareholders Agreement. (c) The Company shall, from and after the date of this Agreement and until the later of (i) four years from the First Closing Date or (ii) the final resolution of all Shareholder Litigation, maintain in effect the current directors' and officers' liability insurance policies maintained by the Company (provided that the Company may substitute therefor policies no less favorable in terms and amounts of coverage so long as substitution does not result in gaps of lapses in coverage) with respect to matters occurring prior to the Second Closing Date; provided, however, that in no event shall the Company be required to expend pursuant to this Section more than an amount per year equal to 150% of current annual premiums paid by the Company for such insurance. (d) The Company shall amend its existing insurance coverage under the Company's current policies of directors' and officers' liability insurance, or obtain comparable replacement policies on terms no less favorable in terms of coverage and amounts than those in effect on the date hereof, so that Purchaser's purchase of the Shares pursuant to this Agreement shall not constitute a "change of control" of the Company or otherwise cause any of the Purchaser Designees or any of persons who become officers, directors or employees of the Company on or after the First Closing Date to be excluded from the coverage provided by such insurance policies. (e) In the event that Buyer, the Acquired Companies Company or any of their respective its successors or assigns after the Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) transfers or conveys all or a substantial portion substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer, the Acquired Companies or of their respective successors or assigns Company shall assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by this Section 5.16. (d) Buyer and/or the Acquired Companies or their respective successors or assigns shall pay all reasonable expenses, including, without limitation, reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided set forth in this Section 5.164.11. The provisions of this Section 5.16 shall survive the consummation of the Closing and expressly are intended to be for the benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements. (e) Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Buyer hereby agrees (i) that the Acquired Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); (ii) that the Acquired Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amountsenforceable by, in each case in accordance with the indemnification obligations described in this Section 5.16, without regard to any rights any such Covered Person may have against any such other Person; and (iii) that Parties irrevocably waives, relinquishes and releases (and shall cause the Acquired Companies to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Acquired Companies further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Companies shall affect the foregoing.the

Indemnification of Directors and Officers; Insurance. (a) The Buyer agrees that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the relevant Closing Date, is a current or former director or officer of the Acquired Companies any Subject Company (collectively, the “Covered Persons”) pursuant to the respective charter governing documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwise, shall survive the relevant Closing and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Second Closing Date. Following the relevant Closing, neither the Buyer nor the Acquired Subject Companies shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunder. (b) The Buyer shall cause the Acquired Subject Companies to honor, to the fullest extent permitted by applicable Law, all of the obligations of the Acquired Subject Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Acquired Subject Companies exist on the relevant Closing Date, whether pursuant to charter their governing documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the relevant Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations with respect to any claims; provided that such indemnification rights shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII of this Agreement. (c) For a period of not less than six (6) years after the Second Closing Date, the Buyer shall cause, at its sole expense, to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Subject Companies, or substitute policies providing at least the same coverage and amounts and containing terms and conditions which are not less advantageous to the director or officer in any material respect, in each case with respect to claims arising from facts or events which occurred at or prior to the relevant Closing Date. (d) In the event that the Buyer, the Acquired Subject Companies or any of their respective successors or assigns after the applicable Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) transfers or conveys all or a substantial portion of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Buyer, the Acquired Subject Companies or of their respective successors or assigns assume the obligations of the Buyer and/or the Acquired Subject Companies or their respective successors or assigns as contemplated by this Section 5.164.11. (de) To the fullest extent permitted by applicable Law, the Buyer and/or the Acquired Subject Companies or their respective successors or assigns shall pay all reasonable expenses, including, without limitation, including reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided in this Section 5.164.11. The provisions of this Section 5.16 4.11 shall survive the consummation of the relevant Closing and expressly are intended to benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 5.16 4.11 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the charter documents, bylaws or limited liability company operating agreements governing documents of the Acquired Subject Companies, individual indemnity agreements, board resolutions or otherwise, and nothing in this Section 5.16 4.11 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements. (ef) The Buyer hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. The Buyer hereby agrees (i) that the Acquired Subject Companies are the indemnitors of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Covered Person are secondary); , (ii) to the fullest extent permitted by applicable Law, that the Acquired Subject Companies shall be required to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full indemnifiable amounts, in each case in accordance with the indemnification obligations described in this Section 5.164.11, without regard to any rights any such Covered Person may have against any such other Person; Person and (iii) that Parties the Buyer irrevocably waives, relinquishes and releases (and shall cause the Acquired Subject Companies to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of the Buyer and the Acquired Subject Companies further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Persons with respect to any claim for which such Covered Person has sought indemnification from the Acquired Subject Companies shall affect the foregoing. (g) The Parties agree that, to the fullest extent permitted by Law, the Buyer hereby releases, and will cause each of the Subject Companies to release, the Covered Persons from any liability (i) to any party in respect of this Agreement or the Transactions; and (ii) in respect of any act, matter or thing that occurred on or prior to the relevant Closing, in each case other than any liability for an act of fraud by the Covered Person. (h) To the extent that the obligations imposed on, or releases provided by, the Buyer or any of the Subject Companies are not enforceable by the Covered Persons, such obligations and releases may be enforced by the Seller as trustee on behalf of such Covered Persons.