Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and Xxxxx), of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Company to indemnify Corporation to, and hold harmless all past the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and present employees, agents, officers officers' liability insurance and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified fiduciary liability insurance maintained by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions 's subsidiaries with respect to matters occurring at or prior to the Effective Time; provided, that Parent may substitute therefor policies of substantially the same coverage containing terms and for such period of time Parent shall notconditions which are no less advantageous, and shall not permit the Surviving Company or its Subsidiaries toin any material respect, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and Indemnified Parties. (iid) Parent shall cause the Surviving Company Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be in addition to honor any indemnification agreements in effect between other rights such Indemnified Party has under the Company Certificate of Incorporation or any of its Subsidiaries and any past or present employees, agents, officers or directors By-laws of the Company Company, under the BCL or its Subsidiaries as in effect as otherwise. This Section 6.9 is intended to benefit each of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity Indemnified Parties and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer binding on all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of Newco, the Company and the Surviving Company shall assume all of the obligations set forth in this Section 5.11.Corporation. 6.10

Indemnification of Directors and Officers. Prior to the Closing Date, the Company shall bind a directors’ and officers’ liability insurance policy providing “tail” coverage (awhich policy may be a continuation or extension of the Company’s existing directors’ and officers’ liability insurance policy) For for each present or former director and officer of the Company (the “Company Indemnified Parties”), in an amount and scope at least as favorable to such persons as the Company’s existing coverage and with a period of coverage of not less than six (6) years from and after years.] The provisions of this Section 6.7 are intended to be in addition to the Effective Time, (i) Parent shall cause rights otherwise available to the Surviving Company to indemnify and hold harmless all past and present employees, agents, current officers and directors of the Company by Legal Requirement, charter, bylaw or contractual obligation, and shall operate for the benefit of, and shall be enforceable by, each of its Subsidiaries to the same extent such Persons are currently indemnified by the Company Indemnified Parties, their heirs and its Subsidiaries pursuant to their representatives. Parent and Merger Sub hereby agree that all rights in existence under the Company’s Articles of Incorporation and its Subsidiaries’ Organizational Documents as Bylaws in effect on the date hereof of this Agreement regarding elimination of liability of directors, indemnification and exculpation of officers, directors and employees and advancement of expenses to them shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be modified or amended in a manner adverse to any such person for acts or omissions occurring at or prior to a period of six years from the Effective Time, and for such period it being understood that nothing in this sentence shall require any amendment to the organizational documents of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries toCorporation. If Parent, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company Corporation or any of its successors or assigns shall: (xi) consolidate consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing or surviving corporation the Surviving Corporation or entity of such consolidation or merger; , or (yii) transfer transfers or conveys all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Company Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.116.7.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company Corporation to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its the Subsidiaries to the same extent such Persons persons are currently indemnified by the Company and its the Subsidiaries pursuant to the Company’s and its the Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company Corporation or its the Subsidiaries to, amend, repeal or modify any provision in the Surviving CompanyCorporation’s or any of its Subsidiaries’ a Subsidiary’s Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except (i) as required by applicable Law and or (ii) Parent shall cause unless the provisions as so amended, repealed or modified in connection with a restructuring in which the governing documents of the Surviving Company Corporation include substantially equivalent exculpation or indemnification provisions with respect to honor any indemnification agreements in effect between such acts or conduct for the Company or any benefit of its Subsidiaries such persons (provided that the officers and any past or present employees, agents, officers or directors of the Company or its Subsidiaries prior to the Closing shall continue to be entitled for such six-year period to exculpation and indemnification under such provisions of the Company’s and the Subsidiaries’ Organizational Documents as in effect as of on the date hereof. If the Surviving Company hereof with respect to acts or any of its successors omissions occurring at or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, prior to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Effective Time).

Indemnification of Directors and Officers. (a) For six a period beginning at the Effective Time and ending on the sixth (66th) years from and after anniversary of the Effective Time, (i) Parent shall cause and the Surviving Company to Corporation shall, jointly and severally, indemnify and hold harmless all past and present employees, agents, directors and officers and directors of the Company and of its Subsidiaries or any Company Subsidiary to the same fullest extent such Persons are currently indemnified permitted by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for Law, arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time, . Parent and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries toCorporation shall, amendjointly and severally, repeal or modify any provision advance reasonable expenses in a timely fashion (including reasonable legal fees and expenses) incurred in the Surviving Company’s defense of any claim, action, suit, proceeding or any of its Subsidiaries’ Organizational Documents relating investigation with respect to the exculpation matters subject to indemnification pursuant to this Section 5.12(a); provided, however, that the director or officer to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such director or officer is not entitled to indemnification of present and former officers and directors as in effect in pursuant to this Section 5.12(a). Notwithstanding anything herein to the Company’s contrary, if any claim, action, suit, proceeding or any of its Subsidiaries’ Organizational Documents immediately investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification or expense advancement hereunder on or prior to the sixth (6th) anniversary of the Effective Time, except as required by applicable Law and (iithe provisions of this Section 5.12(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. Any Person wishing to claim indemnification under this Section 5.12(a), upon learning of any such claim, shall promptly notify Parent thereof, but the failure to so notify Parent shall cause not relieve Parent or the Surviving Company Corporation of any liability it may have to honor any indemnification agreements in effect between such Person except to the Company or any of its Subsidiaries extent such failure materially prejudiced the indemnifying party. Parent and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and Corporation shall not be the continuing liable for any settlement or surviving corporation compromise effected without their prior written consent, which shall not be unreasonably conditioned, withheld or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11delayed.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall cause Xxxxx and the Surviving Company to indemnify Corporation shall, indemnify, defend and hold harmless all past and present employeeseach person who is now, agentsor has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, officers and directors an officer or director of the Company and Oak or any of its Subsidiaries to (the same extent “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation (each, a “Proceeding”) based in whole or in part on or arising in whole or in part out of the fact that such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and person is or was a director, officer or employee of Oak or any of its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts , whether pertaining to any matter existing or omissions occurring at or prior to the Effective TimeTime and whether asserted or claimed prior to, and for or at or after, the Effective Time (“Indemnified Liabilities”) including, without limitation, all losses, claims, damages, costs, expenses, liabilities or judgments based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby and, to the extent permitted by applicable law, shall pay, in advance of the final disposition of any such period Proceeding, all reasonable expenses (including attorneys’ fees) incurred by such persons in connection with any such Proceeding. Any Indemnified Party wishing to claim indemnification under this Section 6.15, upon learning of time Parent any such claim, action, suit, proceeding or investigation, shall notpromptly notify Oak, and Xxxxx or the Surviving Corporation (but the failure so to notify an Indemnifying Party shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify relieve it from any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating liability which it may have under this Section 6.15 except to the exculpation extent such failure prejudices such party), and, in connection with any request for an advancement of expenses, shall deliver to Oak (or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to after the Effective Time, except as required by applicable Law Xxxxx and (ii) Parent shall cause the Surviving Company Corporation) an undertaking of the type contemplated by Section 145(e) of the DGCL. The Indemnified Parties as a group may retain only one law firm to honor represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any indemnification agreements in effect significant issue between the Company positions of any two or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11more Indemnified Parties.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall, and in addition shall cause the Surviving Company to indemnify Corporation to, indemnify, defend and hold harmless all past the present and present employees, agents, former officers and directors of the Company and any of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts their subsidiaries against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at on or prior to the Effective TimeTime (including, without limitation, the transactions contemplated by this Agreement) to the full extent (not otherwise covered by insurance) permitted or required under applicable law (and for shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided that the Person to whom expenses -------- are advanced provides an undertaking to repay such period of time advances if it is ultimately determined that such Person is not entitled to indemnification); provided, -------- however, the indemnification provided hereunder by Parent shall notnot be greater ------- than the greater of (x) the indemnification actually provided pursuant to the Company's Certificate of Incorporation and By-Laws, as in effect as of the date hereof or (y) the indemnification actually provided by the Company as of the date hereof. Parent agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the present or former directors, officers, employees, fiduciaries and shall not permit agents of the Surviving Company or its Subsidiaries toCompany, amend, repeal or modify any provision in the Surviving Company’s Parent or any of its Subsidiaries’ Organizational Documents relating to their subsidiaries (collectively, the exculpation or indemnification of present and former officers and directors "Indemnified Parties") as in effect in provided in, as the case may be, the Company’s 's Certificate of Incorporation or By-Laws or pursuant to other agreements, or articles or certificates of incorporation or by-laws or similar documents of any of its Subsidiaries’ Organizational Documents immediately prior to the Effective TimeCompany's or Parent's subsidiaries, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If , with respect to matters occurring through the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and Effective Time, shall not be survive the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Merger.

Indemnification of Directors and Officers. (a) For six (6) years from Parent and after the Effective TimeMerger Sub agree that all rights to exculpation, (i) Parent shall cause the Surviving Company to indemnify indemnification and hold harmless all past and present employees, agents, officers and directors advancement of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and for such the transactions contemplated hereby), existing as of the date of this Agreement in favor of the current, former or future directors, officers, or employees, as the case may be (each, a “D&O Indemnified Person”) of the Company or its Subsidiaries as provided in their respective Organizational Documents shall survive the Merger and shall continue in full force and effect. For a period of time six (6) years after the Effective Time, (i) Parent shall not, and shall not permit the Surviving Company Corporation or any of its Subsidiaries to, amend, repeal or modify any provision in the Surviving CompanyCorporation’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation exculpation, indemnification or indemnification advancement of present and former officers and directors as in effect in the Company’s expenses of any D&O Indemnified Person with respect to acts or any of its Subsidiaries’ Organizational Documents immediately omissions occurring at or prior to the Effective Time, except as whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless and only to the extent required by applicable Applicable Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by Applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person and (ii) Parent shall, and shall cause the Surviving Company to honor Corporation and its Subsidiaries to, maintain any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or and its Subsidiaries as in effect as of with any D&O Indemnified Person existing prior to the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Agreement.

Indemnification of Directors and Officers. (a) For six (6) years from Parent and after the Effective TimeMerger Sub agree that all rights to exculpation, (i) Parent shall cause the Surviving Company to indemnify indemnification and hold harmless all past and present employees, agents, officers and directors advancement of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and for such the transactions contemplated hereby), now existing in favor of the current or former directors, officers, or employees, as the case may be, (each, a “D&O Indemnified Person”) of the Company or its Subsidiaries as provided in their respective certificate of incorporation, by-laws, or other equivalent governing documents or in any agreement shall survive the Merger and shall continue in full force and effect. For a period of time at least six (6) years after the Effective Time, (i) Parent shall not, and shall not permit the Surviving Company Corporation or any of its Subsidiaries to, amend, repeal or modify any provision in the Surviving CompanyCorporation’s or any of its Subsidiaries’ Organizational Documents certificate of incorporation, by-laws or other equivalent governing documents relating to the exculpation exculpation, indemnification or indemnification advancement of present and former officers and directors as in effect in the Company’s expenses of any D&O Indemnified Person with respect to acts or any of its Subsidiaries’ Organizational Documents immediately omissions occurring at or prior to the Effective Time, except as whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless and only to the extent required by Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person and (ii) Parent shall, and shall cause the Surviving Company to honor Corporation and its Subsidiaries to, maintain any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or and its Subsidiaries as in effect as of the date hereof. If the Surviving Company or with any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11D&O Indemnified Person.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, (i) the Surviving Corporation shall, and Parent shall cause the Surviving Company to Corporation to, indemnify and hold harmless all past and present employees, agents, officers and directors each of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents respective present or former directors and officers (in each case, solely to the extent acting in such capacity) (each an “Indemnified Person,” and collectively, the “Indemnified Persons”) against all reasonable and documented costs and expenses (including reasonable and documented legal fees and expenses), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any pending or threatened Proceeding (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, in each case solely to the extent arising out of or relating to any action or omission in their capacity as in effect on the date hereof for acts an officer or omissions director occurring at or prior to before the Effective Time, and for such period of time Parent shall notin each case to the fullest extent that the Company would have been permitted under applicable Law. To the fullest extent the Company would have been permitted by applicable Law, the Surviving Corporation shall, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Corporation to, advance expenses (including reasonable and documented legal fees and expenses) of each Indemnified Person in the defense of any Proceeding in advance of the final disposition of any such Proceeding, subject to receipt from the Indemnified Person to whom such expenses are advanced of an undertaking to repay such advances if it is ultimately determined in accordance with applicable Law that such Indemnified Person is not entitled to indemnification. In the event any Proceeding is brought against any Indemnified Person and in which indemnification is sought by such Indemnified Person under this Section 4.9(a), (i) the Surviving Corporation shall have the right, but not the obligation, to control the defense thereof after the Effective Time, (ii) each Indemnified Person shall be entitled to retain separate counsel, whether or not the Surviving Corporation shall elect to control the defense of any such Proceeding, (iii) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any such Proceeding, unless such settlement, compromise or consent relates only to monetary damages or includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding or such Indemnified Person otherwise consents thereto and (iv) the Surviving Corporation shall reasonably cooperate with the Indemnified Person in the defense of any such matter. The rights of each Indemnified Person under this Section 4.9 shall be in addition to any rights such Person may have under the Company to honor Certificate, the Company Bylaws, and any indemnification agreements in effect between with the Company or and any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If Effective Time (collectively, the Surviving Company or any of its successors or assigns shall: (x“D&O Indemnification Agreements”) consolidate with or merge into any other corporation or entity and shall not be the continuing limit or surviving corporation or entity modify any rights of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets any Indemnified Person pursuant to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11D&O Indemnification Agreements.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective TimeClosing Date, (i) Parent shall cause the Surviving Company to and the Company shall jointly and severally indemnify and hold harmless all past (i) each present and present employees, agents, officers former director and directors officer of the Company Target Company, SPAC or Merger Sub, and of its Subsidiaries (ii) in addition, solely with respect to the same Target Company, named senior executives of the Target Company (in each case, solely to the extent acting in his or her capacity as such and to the extent such Persons activities are currently indemnified by the Company and its Subsidiaries pursuant related to the business of the relevant Target Company’s and its Subsidiaries, SPAC or Merger Sub, respectively) (the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ Organizational Documents as fees), judgments, fines, losses, claims, damages or liabilities incurred in effect on the date hereof for acts connection with any Action, whether civil, criminal, administrative or omissions investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeClosing Date, and for such period of time Parent shall not, and shall not permit the Surviving Company whether asserted or its Subsidiaries claimed prior to, amendat or after the Closing Date (each, repeal a “Claim”), to the fullest extent that the relevant Target Company, SPAC or modify any provision in Merger Sub, respectively, would have been permitted under applicable Law and subject to the Surviving Company’s or any limitations of its Subsidiaries’ respective Organizational Documents relating to the exculpation or and indemnification of present and former officers and directors as agreements, if any, in effect in the Company’s from time to time at or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective TimeClosing to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). After the Closing Date, except as required by applicable Law and (ii) Parent shall cause in the Surviving Company event that any D&O Indemnified Party becomes involved in any capacity in any Action based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to honor any indemnification agreements in effect between the Closing Date, the D&O Indemnified Party may retain counsel reasonably satisfactory to them after consultation with the Company; provided, however, that the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of shall have the Company or its Subsidiaries as in effect as of right to assume the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate defense thereof with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, counsel reasonably satisfactory to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11D&O Indemnified Parties.

Indemnification of Directors and Officers. (a) For six (6) years from Parent and after Newco agree that all rights to indemnification existing in favor of, and all exculpations and limitations of the Effective Timepersonal liability of, (i) Parent shall cause the Surviving Company to indemnify directors, officers, employees and hold harmless all past and present employees, agents, officers and directors agents of the Company (the “Indemnified Parties”) in the Company Certificate of Incorporation and Company By-Laws, and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s Subsidiaries in their respective certificate of incorporation and its Subsidiaries’ Organizational Documents by-laws, as in effect on as of the date hereof for acts or omissions with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for a period of not less than six (6) years after the Effective Time, and the Parent shall, through its 100% control of the Surviving Corporation, cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of time Parent shall notsuch Claim, and (ii) Parent and Newco shall not permit acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Surviving Company Effective Time covering Claims with respect to matters occurring at or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating prior to the exculpation or indemnification of present Effective Time, including the Merger, and former officers and directors as in effect in with terms that are no less favorable to the Indemnified Parties than the Company’s or any of its Subsidiariesexisting directors’ Organizational Documents and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, except as required by applicable Law however, that Parent and (ii) Newco collectively shall be obligated to pay no more than $160,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall cause the Surviving Company only be obligated to honor any indemnification agreements in effect between the Company or any of its Subsidiaries obtain such insurance coverage on such terms and any past or present employees, agents, officers or directors of the Company or its Subsidiaries for such duration as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not reasonably can be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11obtained for $160,000.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall cause and the Surviving Company to indemnify Corporation shall jointly and severally indemnify, defend and hold harmless all past each of the Persons set forth in Schedule 8.7 of the Company Disclosure Statement, and each of the present employees, agents, and former officers and directors of the Company and any of its Subsidiaries, former Subsidiaries to and their predecessors, and any Person who is or was serving at the same extent such Persons are currently indemnified by request of the Company and its Subsidiaries pursuant to as an officer, director, employee or agent of another Person (collectively, the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts "Indemnified Parties"), against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at on or prior to the Effective Time, and for such period of time Parent shall not, Time (including the transactions contemplated by this Agreement) to the fullest extent permitted under applicable Law (and shall not permit the Surviving Company or its Subsidiaries toalso, amendsubject to Section 8.7(b), repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating advance expenses as incurred to the exculpation or indemnification of present and former officers and directors as in effect in fullest extent permitted under applicable Law; PROVIDED THAT, the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior Person to whom expenses are advanced provides an undertaking reasonably satisfactory to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor repay such advances if it is ultimately determined that such Person is not entitled to indemnification); PROVIDED, HOWEVER, that such indemnification shall be provided only to the extent any indemnification agreements in effect between the Company or any of its Subsidiaries directors' and any past or present employees, agents, officers or directors officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Parent or the Surviving Corporation shall, subject to Section 8.7(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Surviving Corporation agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or By-Laws or pursuant to other agreements, or certificates of incorporation or by-laws or other similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; PROVIDED, HOWEVER, that all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. If The Surviving Corporation shall maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring prior to the Effective Time; PROVIDED HOWEVER, that in no event shall Parent be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance which the Company represents to be $430,000 for the twelve month period ending May 1, 1999; PROVIDED FURTHER, however, that the Surviving Company or any Corporation may substitute therefor policies of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity at least the same coverage containing terms and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, conditions which are no less advantageous to the extent necessaryIndemnified Parties with an insurance company or companies, proper provisions shall be made so that the successors and assigns claims paying ability of which is substantially equivalent to the claims paying ability of the Surviving Company shall assume all insurance company or companies providing such insurance coverage for directors and officers of the obligations set forth in this Section 5.11Parent.

Indemnification of Directors and Officers. (a) For six (6) years from a period beginning at the Effective Time and after ending on the sixth anniversary of the Effective Time, (i) Parent shall cause and the Surviving Company to shall indemnify and hold harmless all past former and present employees, agentscurrent directors, officers and directors employees of the Company and of its Subsidiaries or any Company Subsidiary to the same extent such Persons are currently indemnified as of the date of this Agreement by the Company and its Subsidiaries pursuant to applicable Law, the Company’s Company Charter, the Company Bylaws, the articles of incorporation and its Subsidiaries’ Organizational Documents as bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in effect existence on the date hereof for of this Agreement with any directors, officers and employees of the Company or any Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time; provided, however, that Parent agrees, and for such period of time Parent shall not, and shall not permit will cause the Surviving Company or its Subsidiaries to, amend, repeal indemnify and hold harmless such persons to the fullest extent permitted by Law for acts or modify any provision omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. Parent and the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the Surviving Company’s defense of any claim, action, suit, proceeding or any of its Subsidiaries’ Organizational Documents relating investigation with respect to the exculpation or matters subject to indemnification of present pursuant to this Section 5.11 in accordance with the procedures and former officers and directors as in effect limitations set forth in the Company’s Company Charter, the Company Bylaws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of its Subsidiaries’ Organizational Documents immediately this Agreement; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Company if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.11(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder on or prior to the sixth anniversary of the Effective Time, except as required by applicable Law and (iithe provisions of this Section 5.11(a) Parent shall cause the Surviving Company to honor any indemnification agreements continue in effect between until the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity final disposition of such consolidation claim, action, suit, proceeding or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11investigation.

Indemnification of Directors and Officers. (a) For six (6) years from and after After the Effective Time, (i) Parent without releasing any insurance carrier and after exhaustion of all applicable director and liability insurance coverage for United and its directors and officers, FNB shall cause the Surviving Company to indemnify and indemnify, hold harmless all past and present employeesdefend the directors and officers of United in office on the date hereof or the Effective Time, agents, officers and directors of the Company and of its Subsidiaries to the same extent as it indemnifies its own directors and officers, from and against any and all claims, disputes, demands, causes of action, suits, proceedings, losses, damages, liabilities, obligations, costs and expenses of every kind and nature including, without limitation, reasonable attorneys’ fees and legal costs and expenses therewith whether known or unknown and whether now existing or hereafter arising which may be threatened against, incurred, undertaken, received or paid by such Persons persons in connection with or which arise out of or result from or are currently indemnified based upon any action or failure to act by such person in the Company ordinary scope of his duties as a director or officer of United (including service as a director or officer of any United subsidiary or fiduciary of any of the United Plans (as defined in Section 2.23(a)) through the Effective Time; provided, however, that FNB shall not be obligated to indemnify such person for (i) any act not available for statutory or permissible indemnification under North Carolina law, (ii) any penalty, decree, order, finding or other action imposed or taken by any regulatory authority, (iii) any violation or alleged violation of federal or state securities laws to the extent that indemnification is prohibited by law, or (iv) any claim of sexual or other unlawful harassment, or any form of employment discrimination prohibited by federal or state law; further, provided, however, that (A) FNB shall have the right to assume the defense thereof and upon such assumption FNB shall not be liable to any director or officer of United for any legal expenses of other counsel or any other expenses subsequently incurred by such director or officer in connection with the defense thereof, except that if FNB elects not to assume such defense or counsel for such director or officer reasonably advises such director or officer that there are issues which raise conflicts of interest between FNB and such director or officer, such director or officer may retain counsel reasonably satisfactory to him, and FNB shall pay the reasonable fees and expenses of such counsel, (B) FNB shall not be liable for any settlement effected without its Subsidiaries prior written consent, and (C) FNB shall have no obligation hereunder to any director or officer of United when and if a court of competent jurisdiction shall determine that indemnification of such director or officer in the manner contemplated hereby is prohibited by applicable law. The indemnification provided herein shall be in addition to any indemnification rights an indemnitee may have by law, pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts charter or omissions occurring at or prior to the Effective Time, and for such period bylaws of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s United or any of its Subsidiaries’ Organizational Documents relating to the exculpation subsidiaries or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets pursuant to any individual, corporation or other entity, then and in each such case, to Plan for which the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11indemnity serves as a fiduciary.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Surviving Company’s Organizational Documents immediately prior to the Effective Time or with respect to any Subsidiary of its the Surviving Company, as in effect in such Subsidiaries’ Organizational Documents immediately prior to the Effective Time, in each case, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof and disclosed to Parent prior to the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation company or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.115.9.

Indemnification of Directors and Officers. (a) Buyer agrees that all rights to indemnification and payment or reimbursement of fees and expenses incurred in advance of the final disposition of any claim, and all exculpations and limitations of personal liability, related to acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the negotiation, execution or performance of transactions contemplated by this Agreement), now existing in favor of the current or former directors or officers, as the case may be (such persons, directors or officers collectively, the “Company D&O Indemnitees”), of the Company or its Subsidiaries as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) shall survive the Merger and shall continue in full force and effect for a period of six (6) years from and after the Effective Time; provided, however, that all rights to indemnification with respect to any claims asserted or made within such period shall continue until the disposition of such claim. For a period of six (6) years from and after the Effective Time, (i) Parent the Surviving Corporation shall and Buyer shall cause the Surviving Company Corporation to indemnify and hold harmless all past and present employees, agents, officers and directors (i) maintain in effect the current provisions regarding indemnification of the Company D&O Indemnitees contained in the certificate of incorporation and of its Subsidiaries by-laws (or provisions no less advantageous to the same extent such Persons are currently indemnified by Company D&O Indemnitees in comparable organizational documents) of each of the Company and its Subsidiaries pursuant and (ii) indemnify, defend and hold harmless the Company D&O Indemnitees to the Company’s fullest extent permitted by applicable Law against any losses, claims, damages, liabilities, costs, expenses (including advances for reasonable fees and its Subsidiaries’ Organizational Documents expenses as in effect on the date hereof for acts or omissions occurring at or prior incurred to the Effective Timefullest extent permitted under applicable Law, provided the person to whom expenses are advanced provides an undertaking to repay such advances if a court of competent jurisdiction shall ultimately determine, and for such period of time Parent determination shall nothave become final and nonappealable, and that such person is not entitled to indemnification), judgments, fines and, subject to approval by the Surviving Corporation (which shall not permit be unreasonably withheld, delayed or conditioned), amounts paid in settlement in connection with any threatened or actual claim, suit or cause of action, whether civil, criminal or administrative, to which such Company D&O Indemnitee is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the Surviving fact that such individual is or was a director or officer or employee of the Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to , or is or was serving at the exculpation or indemnification request of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past as a director or present employeesofficer or employee of another person or (ii) the negotiation, agents, officers execution or directors performance of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company this Agreement or any of its successors the transactions contemplated hereby, whether asserted or assigns shall: (x) consolidate with arising before or merge into any other corporation or entity and shall not be after the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Effective Time.

Indemnification of Directors and Officers. (a) For six (6) years from Parent and after Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the Effective Time, (i) Parent shall cause the Surviving Company to indemnify current or former directors and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company Subsidiaries and its Subsidiaries pursuant to each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the Company’s request of the Company (the “Indemnified Parties”) as provided in their respective articles of incorporation or by-laws or other organizational documents or under any indemnification, employment or other similar agreements between any Indemnified Party and its Subsidiaries’ Organizational Documents the Company or any Company Subsidiary, in each case as in effect on the date hereof for acts or omissions occurring at or prior of this Agreement, shall survive the Merger and continue in full force and effect in accordance with their respective terms to the Effective Time, and for such extent permitted by applicable Law. For a period of time Parent shall notsix (6) years after the Board Appointment Date, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the articles of incorporation, by-laws and other organizational documents of the Surviving Company to honor any indemnification agreements in effect between Corporation and the Company or any Subsidiaries to contain provisions no less favorable with respect to exculpation and indemnification of its Subsidiaries and any past or present employees, agents, officers or directors advancement of the Company or its Subsidiaries as in effect expenses to Indemnified Parties than are set forth as of the date hereof. If of this Agreement in the Surviving Company or any respective articles of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individualincorporation, corporation by-laws or other entity, then organizational documents of the Company and in each such case, the Company Subsidiaries to the extent necessarypermitted by applicable Law. From and after the Board Appointment Date, proper provisions shall be made so that in the successors and assigns event the Surviving Corporation or any Company Subsidiary does not have sufficient funds to honor each of the Surviving Company shall assume all of the obligations set forth respective agreements contained in this Section 5.117.13(a) in accordance with their respective terms, Parent shall provide or cause to be provided to the Surviving Corporation or Company Subsidiary, as the case may be, sufficient funds so that such Person may honor the applicable agreements contained in this Section 7.13(a).

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company Corporation to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective TimeClosing, except as required by applicable Law Applicable Law. Parent shall, and (ii) Parent shall cause the Surviving Company to Corporation and its Subsidiaries to, honor any the indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or and its Subsidiaries as set forth in effect as Section 7.7(a) of the date hereofCompany Disclosure Letter with the employees, officers and directors covered by such agreements. If the Surviving Company or any of its successors or assigns shallassigns: (xi) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (yii) transfer all or substantially all of its properties and assets to any individual, corporation or other entityassets, then and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.117.7.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective TimeClosing, (i) Parent with respect to matters occurring on or prior to the Closing Date, Buyer shall cause the Surviving Company Company, to indemnify the fullest extent permitted by Applicable Laws and hold harmless all past and present employees, agents, officers and directors the Organizational Documents of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date of this Agreement, to comply with the Company’s existing indemnification provisions as set forth in the indemnification agreements disclosed in Schedule 3.11(l) of the Company Disclosure Schedule with respect to each previous director or officer of the Company and each director or officer of the Company as of the date hereof for acts (collectively, the “Indemnified Directors or omissions Officers”), including provisions therein relating to advancement of expenses, with respect to an Action arising out of or pertaining to any facts or events existing or occurring at or prior to the Effective TimeClosing; provided that if any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and for all such period claim or claims. None of time Parent Buyer or the Company shall not, have any obligation hereunder to any Indemnified Director or Officer with respect to an Action when and if it shall not permit be determined by a court of competent jurisdiction in a final non-appealable order or decree that the Surviving Company indemnification of such Indemnified Director or its Subsidiaries to, amend, repeal or modify any provision Officer in the Surviving Company’s manner contemplated hereby is prohibited by Applicable Laws or any the terms of its Subsidiaries’ existing Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of on the date hereofof this Agreement. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations The covenants set forth in this Section 5.118.2 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Directors or Officers and their respective heirs and legal representatives.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective TimeClosing Date, the Company shall, and Buyer shall cause the Company to, fulfill and honor in all respects the obligations of the Company to those persons who served as directors or officers of the Company at any time at or prior to the Closing (and those persons who served as directors or officers of any Subsidiary of the Company at any time at or prior to the Closing) pursuant to (i) Parent shall cause any indemnification provisions under the Surviving Company to indemnify and hold harmless all past and present employeescertificate of organization, agents, officers and directors bylaws or other organization or formation documents of the Company (and the Subsidiaries of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents ) as in effect on the date hereof for acts of this Agreement and (ii) any indemnity agreements between the Company (or omissions occurring at or prior the Subsidiaries of the Company) and any such persons as in effect on the date of this Agreement and set forth in Section 6.6(a) of the Company Disclosure Schedules (the persons entitled to be indemnified pursuant to such provisions and such indemnity agreements being referred to collectively as the Effective Time“D&O Indemnified Parties”). To the extent permitted by Law, from and after the Closing Date through the sixth (6th) anniversary of the Closing Date, the Company shall, and for such period of time Parent Buyer shall not, cause the Company and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision maintain the provisions with respect to indemnification and exculpation from liability as set forth in the Surviving Company’s certificate of organization, bylaws or any of its Subsidiaries’ Organizational Documents relating to the exculpation other organization or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors formation documents of the Company or (and its Subsidiaries as in effect Subsidiaries) as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and this Agreement, which provisions shall not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the continuing or surviving corporation or entity rights thereunder of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11D&O Indemnified Party.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall cause and the Surviving Company to indemnify Corporation shall jointly and severally indemnify, defend and hold harmless all past the present and present employeesformer officers, agents, officers directors and directors employees of the Company and any of its Subsidiaries to Subsidiaries, and any Person who is or was serving at the same extent such Persons are currently indemnified by request of the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts an officer, director or employee or agent of another Person, against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at on or prior to the Effective Time, and for such period of time Parent shall not, Time (including the transactions contemplated by this Agreement) to the fullest extent permitted under applicable Law (and shall not permit the Surviving Company or its Subsidiaries toalso, amendsubject to Section 7.7(b), repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating advance expenses as incurred to the exculpation or fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); provided, however, that such indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior shall be provided only to the Effective Time, except as required by applicable Law extent any directors' and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Parent or the Surviving Corporation shall, subject to Section 7.7(b), advance expenses on a current basis as provided in effect this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage); and provided, further, that (subject to Parent not causing the Surviving Corporation to divest the assets of the date hereof. If Parent Liberty Group) Parent's indemnification obligation will not apply to any losses, expenses, claims, damages or liabilities arising out of actions or omissions, whether occurring on, prior to or following the Surviving Company Effective Time, that relate to the Liberty Media Group or the TCI Ventures Group (including with respect to the Liberty Media Exchange Ratios or, if applicable, the TCI Ventures Exchange Ratios, the Restructuring insofar as it relates to the Liberty Media Group and the TCI Ventures Group, disclosures with respect to the Liberty Media Group or the TCI Ventures Group, or any of its successors other decisions with respect to the Liberty Media Group or assigns shall: (x) consolidate with or merge into any other corporation or entity and the TCI Ventures Group); provided that the foregoing shall not be deemed to affect the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns obligations of the Surviving Company shall assume all of the obligations set forth in this Section 5.11.Surviving

Indemnification of Directors and Officers. From the Closing through the sixth (a6th) For six (6) years from and after anniversary of the Effective TimeClosing, (i) Parent the Purchaser shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to indemnify, defend and hold harmless, to the Company’s fullest extent permitted under the Laws governing the Company and its Subsidiaries’ Organizational Documents as , each person who was or is made a party or threatened to be made a party to or is involved in effect on any proceeding by reason of the date hereof for acts fact that such person is or omissions occurring was at or any time prior to the Effective TimeClosing, and for such period a director or officer of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries (each, a “Company Indemnified Person”), against all Damages reasonably incurred or suffered by such Company Indemnified Person in connection therewith, whether claimed prior to, at or after the Closing. The certificate of incorporation and any past or bylaws of the Company shall contain, and the Purchaser shall cause the certificate of incorporation and bylaws of the Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present employees, agents, officers or and former directors of the Company or its Subsidiaries as than are set forth in effect the certificate of incorporation and bylaws of the Company as of the date hereofof this Agreement. If the Surviving Company or any of its successors or assigns shall: (xa) consolidate consolidates with or merge merges with or into any other corporation or entity Person and shall not be the continuing or surviving corporation entity, partnership or other entity of such consolidation or merger; merger or (yb) transfer transfers or conveys all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.116.3. From the Closing through the sixth (6th) anniversary of the Closing, the Purchaser shall cause the Company and its Subsidiaries to maintain an officers’ and directors’ liability insurance policy covering the persons who were officers and directors immediately prior to the Closing with respect to actions or omissions occurring prior to the Closing Date; provided that the Purchaser may cause the Company and its Subsidiaries to obtain a “tail” insurance policy for the extension of the officers’ and directors’ liability insurance policy for a claims reporting or discovery period of at least six years from and after the Closing Date with terms, conditions, retentions and limits of liability that are substantially similar to the Company’s and its Subsidiaries’ existing officers’ and directors’ liability insurance policy; provided further that the Company and its Subsidiaries shall not be required to expend more than 250% of the annual premium for the current policy of officers’ and director’s liability insurance. Purchaser shall pay any applicable premium for such insurance. The provisions of this Section 6.3 are intended to be for the benefit of, and enforceable by, each Company Indemnified Person and such Company Indemnified Person’s estate, heirs and representatives, and nothing herein shall affect any indemnification rights that any Company Indemnified Person or such Company Indemnified Person’s estate, heirs and representatives may have under the Organizational Documents of any Company, any Law, any Contract or otherwise.

Indemnification of Directors and Officers. (a) For six (6) years from All rights to indemnification existing in favor of those Persons who are managers, directors and after the Effective Time, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and the Company’s Subsidiaries as of its Subsidiaries the date of this Agreement for their acts and omissions occurring prior to the same extent such Persons are currently indemnified by Closing, as provided in the Company’s and the Company’s Subsidiaries’ organizational documents (as in effect as of the date of this Agreement), shall survive the Closing and shall continue in full force and effect in accordance with their respective terms for a period of at least six years after the Closing Date. Furthermore, prior to the Closing Date, the Company and its Subsidiaries pursuant to the Company’s shall purchase a non-cancelable six-year “tail” prepaid policy on their respective current directors’ and its Subsidiariesofficers’ Organizational Documents as liability insurance in effect on the date hereof for respect of acts or omissions occurring at or prior to the Effective TimeClosing Date, covering each person covered by such insurance at a cost per year covered not to exceed two hundred percent (200%) of the amount paid by the Company and its Subsidiaries for such period of time Parent shall notcoverage for their last full fiscal year. If either Buyer, and shall not permit the Surviving Company or its their Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its their successors or assigns shall: (xi) consolidate consolidates with or merge merges with or into any other corporation or entity Person and shall not be the continuing or surviving corporation corporation, partnership or other entity of such consolidation or merger; merger or (yii) transfer transfers or conveys all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of the Surviving Company shall such entity assume all of the obligations set forth in this Section 5.1111.3. The provisions of this Section 11.3 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this provision applies without the consent of such affected indemnitee and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Directors and Officers. (a) For six (6) years from Parent and after the Effective TimeMerger Sub agree that all rights to exculpation, (i) Parent shall cause the Surviving Company to indemnify indemnification and hold harmless all past and present employees, agents, officers and directors advancement of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and for such the transactions contemplated hereby), in favor of the current or former directors or officers (in their capacities as such) (each, a “D&O Indemnified Person”) of the Company or its Subsidiaries, as provided as of the date of this Agreement in their respective certificate of incorporation, by-laws, or other equivalent governing documents or in any agreement set forth on Schedule 5.08 shall survive the Merger and shall continue in full force and effect. For a period of time at least six (6) years after the Effective Time, Parent shall not, and shall not permit the Surviving Company Corporation or any of its Subsidiaries to, amend, repeal or modify in a manner adverse to any D&O Indemnified Person any provision in the Surviving CompanyCorporation’s or any of its Subsidiaries’ Organizational Documents certificate of incorporation, by-laws or other equivalent governing documents relating to the exculpation exculpation, indemnification or indemnification advancement of present and former officers and directors as in effect in the Company’s expenses of any D&O Indemnified Person with respect to acts or any of its Subsidiaries’ Organizational Documents immediately omissions occurring at or prior to the Effective Time, except as whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless and only to the extent required by Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law with respect to acts or omissions occurring at or prior to the Effective Time and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company that no change, modification or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity amendment of such consolidation documents or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall arrangements may be made so that will adversely affect any such Person’s right thereto without the successors and assigns prior written consent of the Surviving Company shall assume all of the obligations set forth in this Section 5.11that Person.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent Activision shall, and shall cause the Surviving Company Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of Games and its Subsidiaries under any and all indemnification agreements in effect immediately prior to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and Effective Time between Games or any of its Subsidiaries and any of its current or former directors and officers and any person who becomes a director or officer of Games or any of its Subsidiaries prior to the same extent such Persons are currently indemnified by Effective Time. In addition, for a period of six (6) years after the Company Effective Time, Activision shall (and shall cause the Surviving Corporation and its Subsidiaries pursuant to) cause the Certificate of Incorporation and Bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation of their respective directors and officers that are at least as favorable to the Company’s directors and officers of Games and its Subsidiaries’ Organizational Documents Subsidiaries as the indemnification and exculpation provisions contained in effect on the date hereof for acts certificate of incorporation and bylaws (or omissions occurring at or other similar organizational documents) of Games immediately prior to the Effective Time, and for during such period of time Parent shall notsix (6) year period, and such provisions shall not permit the Surviving Company be amended, repealed or its Subsidiaries to, amend, repeal or modify otherwise modified in any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Timerespect, except as required by applicable Law and (ii) Parent shall cause Law. If the Surviving Company to honor any indemnification agreements in effect between the Company Corporation or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors successor or assigns shall: shall (xi) consolidate with or merge into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger; merger or (yii) transfer all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company Corporation shall assume all of the obligations of the Surviving Corporation set forth in this Section 5.116.11(a).

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective TimeClosing Date, (i) Parent shall cause each of Purchaser and the Surviving Company agrees to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its the Subsidiaries (including, for the avoidance of doubt, the individuals included in the definition of Company’s knowledge) to the same extent such Persons persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s Certificate of Incorporation and its Subsidiaries’ Organizational Documents as in effect on By-Laws (but subject to the date hereof limitations contained therein) for acts or omissions occurring at or prior to the Effective TimeClosing Date, and for such period of time Parent Purchaser shall not, and shall not permit the Surviving Company or its the Subsidiaries to, amend, repeal or modify modify, or, in the event of a merger, consolidation or dissolution or similar transaction involving any of such entities, fail to have the successor entity or entities assume the obligations under or continue, any provision in the Surviving Company’s or any a Subsidiary’s certificate of its Subsidiaries’ Organizational Documents incorporation, by-laws, articles of organization, written declaration, certificate of limited partnership or limited partnership agreement relating to the exculpation or indemnification of present and former officers and directors in any manner that would adversely affect the rights thereunder of individuals who, as in effect in of the Company’s Closing Date or at any time prior to the Closing Date, were directors, officers, employees or agents of any the Company or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as unless such modification is required by applicable Law Legal Requirements. In addition to the other rights provided for in this Section 7.12 and not in limitation thereof (iiand without in any way limiting or modifying the obligations of any insurance carrier contemplated by this Section 7.12), for six (6) Parent years from and after the Closing Date, Purchaser shall, and shall cause the Surviving Company and its Subsidiaries (each, a “D&O Indemnifying Party”) to, to honor any indemnification agreements in effect between the fullest extent permitted by applicable Legal Requirements and to the same extent such persons are currently entitled to be indemnified by the Company or any of its Subsidiaries pursuant to the Charter Documents of the Company and its Subsidiaries, as applicable, (i) indemnify and hold harmless (and release from any past liability to Purchaser, the Company or present employeesits Subsidiaries), agentsthe individuals who, officers on or directors prior the Closing Date, were officers, directors, or employees or agents of the Company or its the Subsidiaries as in effect as or served on behalf of the date hereof. If Company as an officer, director or employee or agent of any of the Surviving Company Company’s current or former subsidiaries (collectively, “Covered Affiliates”) or any of its successors their predecessors in all of their capacities (including as member or assigns shall: (xequityholder, controlling or otherwise) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity heirs, executors, trustees, fiduciaries and administrators of such consolidation officer, directors or merger; employees or agents (yeach a “D&O Indemnitee” and, collectively, the “D&O Indemnitees”) transfer against all D&O Expenses (as defined below), losses, claims, damages, judgments or substantially amounts paid in settlement (“D&O Costs”) in respect of any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such Person is or was a director, officer, employee, or equityholder (controlling or otherwise) of the Company or the Subsidiaries or Covered Affiliates or any of their predecessors arising out of acts or omissions occurring at or prior to the Closing (including without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a “D&O Indemnifiable Claim”), except for intentional acts or omissions which involve conduct known to such Person at the time to constitute a material violation of applicable law and (ii) advance to such D&O Indemnitees all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of its properties and assets to any individualsuch claim) promptly after receipt of reasonably detailed statements therefor. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, corporation orders, decrees or other entity, then and rulings in each connection with such case, to D&O Indemnifiable Claim are fully satisfied. For the extent necessary, proper provisions shall be made so that the successors and assigns purposes of the Surviving Company shall assume all of the obligations set forth in this Section 5.11.7.12(a), “

Indemnification of Directors and Officers. (a) For six (6) years from Parent and after the Effective TimeMerger Subs agree that all rights to exculpation, (i) Parent shall cause the Surviving Company to indemnify indemnification and hold harmless all past and present employees, agents, officers and directors advancement of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof expenses for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company whether asserted or its Subsidiaries claimed prior to, amend, repeal at or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to after the Effective TimeTime (including any matters arising in connection with the transactions contemplated by this Agreement), except now existing in favor of the current or former directors or officers, as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employeescase may be, agents, officers or directors of the Company or its Subsidiaries as provided in effect as the Organizational Documents of the date hereofCompany or any such Subsidiary or in any written agreement set forth on Section 5.9(a) of the Company Disclosure Letter (the “Indemnity Agreements”) shall survive the Mergers and shall continue in full force and effect in accordance with their terms to the extent provided in the following sentence. If From and after the Effective Time for a period of six (6) years, the Surviving Company shall, and Parent shall cause the Surviving Company to, (i) indemnify, defend and hold harmless, and advance expenses (subject to the Person to whom expenses are advanced providing an undertaking to repay such advances if it is finally determined by a court of competent jurisdiction that such Person is not entitled to indemnification) to, any individual who, on or prior to the Effective Time, was an officer or director of the Company or any of its successors the Company’s Subsidiaries (each, an “Indemnitee”) with respect to all acts or assigns shall: omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted by Law as required by (x) consolidate with the Organizational Documents of the Company or merge into any other corporation or entity such Subsidiary as in effect on the date of this Agreement and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all the Indemnity Agreements, and (ii) not amend, repeal or substantially all otherwise modify any such provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect the indemnification rights thereunder of its properties any Indemnitees. The Company has made available to Parent true, complete and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns correct copies of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Indemnity Agreements.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall, and in addition shall cause the Surviving Company to indemnify Corporation to, indemnify, defend and hold harmless all past the present and present employees, agents, former officers and directors of the Company and any of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts their subsidiaries against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at on or prior to the Effective TimeTime (including, without limitation, the transactions contemplated by this Agreement) to the full extent (not otherwise covered by insurance) permitted or required under applicable law (and for shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided that the person to whom expenses are advanced provides an undertaking to repay such period of time advances if it is ultimately determined that such person is not entitled to indemnification); PROVIDED, HOWEVER, the indemnification provided hereunder by Parent shall notnot be greater than (x) the indemnification permissible pursuant to the Company's Articles of Incorporation and By-Laws, as in effect as of the date hereof or (y) the indemnification actually provided by the Company as of the date hereof. Parent agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the present or former directors, officers, employees, fiduciaries and shall not permit agents of the Surviving Company or its Subsidiaries toCompany, amend, repeal or modify any provision in the Surviving Company’s Parent or any of its Subsidiaries’ Organizational Documents relating to their subsidiaries (collectively, the exculpation or indemnification of present and former officers and directors "Indemnified Parties") as in effect in provided in, as the case may be, the Company’s 's Articles of Incorporation or By-Laws or pursuant to other agreements, or articles or certificates of incorporation or by-laws or similar documents of any of its Subsidiaries’ Organizational Documents immediately prior to the Effective TimeCompany's or Parent's subsidiaries, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If , with respect to matters occurring through the Surviving Company Effective Time, shall survive the Merger; PROVIDED, HOWEVER, that all rights to indemnification in respect of any claim asserted or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and made within such period shall not be continue until the continuing or surviving corporation or entity disposition of such consolidation or merger; or claim. (yb) transfer all or substantially all Parent shall cause to be maintained in effect for not less than five (5) years the current policies of its properties directors' and assets officers' liability insurance and fiduciary liability insurance maintained by the Company, Parent and their subsidiaries with respect to any individual, corporation or other entity, then and in each such case, matters occurring prior to the Effective Time to the extent necessaryrequired to cover the types of actions and omissions currently covered by such policies; PROVIDED, proper provisions shall be made so HOWEVER, that (i) Parent may substitute therefor policies of substantially the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11.same coverage A-35 41

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall cause and the Surviving Company to indemnify Corporation shall jointly and severally indemnify, defend and hold harmless all past the present and present employeesformer officers, agents, officers directors and directors employees of the Company and any of its Subsidiaries to Subsidiaries, and any Person who is or was serving at the same extent such Persons are currently indemnified by request of the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts an officer, director or employee or agent of another Person, against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at on or prior to the Effective Time, and for such period of time Parent shall not, Time (including the transactions contemplated by this Agreement) to the fullest extent permitted under applicable Law (and shall also, subject to Section 7.7(b), advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not permit entitled to indemnification); provided, however, that such indemnification shall be provided only to the Surviving extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries to, amend, repeal does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Parent or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating Corporation shall, subject to Section 7.7(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the exculpation extent that payments thereunder have not yet been made, in which case Parent or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage); and provided, further, that (subject to Parent not causing the Surviving Corporation to divest the assets of the Parent Liberty Group) Parent's indemnification obligation will not apply to any losses, expenses, claims, damages or liabilities arising out of present and former officers and directors as in effect in the Company’s actions or any of its Subsidiaries’ Organizational Documents immediately omissions, whether occurring on, prior to or following the Effective Time, except that relate to the Liberty Media Group or the TCI Ventures Group (including with respect to the Liberty Media Exchange Ratios or, if applicable, the TCI Ventures Exchange Ratios, the Restructuring insofar as required by applicable Law it relates to the Liberty Media Group and (ii) Parent the TCI Ventures Group, disclosures with respect to the Liberty Media Group or the TCI Ventures Group, or any other decisions with respect to the Liberty Media Group or the TCI Ventures Group); provided that the foregoing shall cause not be deemed to affect the obligations of the Surviving Company Corporation hereunder. Parent and Merger Sub agree that all rights to honor indemnification, including provisions relating to advances of expenses incurred in defense of any indemnification agreements action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in effect between favor of the present or former directors, officers, employees, fiduciaries and agents of the Company or any of its Subsidiaries Subsidiaries, and any past Person who is or present employees, agents, officers or directors was serving at the request of the Company as an officer, director or its Subsidiaries employee or agent of another Person (collectively, the "Indemnified Parties") as provided in the Company Charter or By-Laws or pursuant to other agreements, or certificates of incorporation or by-laws or similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. If The Surviving Corporation shall maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring prior to the Effective Time; provided, however, that (i) the Surviving Company Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or any companies, the claims paying ability of its successors which is substantially equivalent to the claims paying ability of the insurance company or assigns shall: companies providing such insurance coverage for directors and officers of Parent and (xii) consolidate with or merge into any other corporation or entity and the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of three times the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, last annual premium paid prior to the extent necessarydate hereof, proper provisions but in such case shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11purchase as much coverage as possible for such amount.

Indemnification of Directors and Officers. (a) Parent agrees that all rights to indemnification and payment or reimbursement of fees and expenses incurred in advance of the final disposition of any claim, and all exculpations and limitations of personal liability, related to acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the negotiation, execution or performance of transactions contemplated by this Agreement), now existing in favor of the persons listed on Section 6.7(a) of the Company Disclosure Letter and the current or former directors or officers, as the case may be (such persons, directors or officers collectively, the “Indemnified Parties”), of the Company or its Subsidiaries as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) shall survive the Merger and shall continue in full force and effect for a period of six (6) years from and after the Effective Time; provided, however, that all rights to indemnification with respect to any claims asserted or made within such period shall continue until the disposition of such claim. For a period of six (6) years from and after the Effective Time, (i) the Surviving Corporation shall and Parent shall cause the Surviving Company Corporation to indemnify and hold harmless all past and present employees, agents, officers and directors (i) maintain in effect the current provisions regarding indemnification of the Company Indemnified Parties contained in the certificate of incorporation and of its Subsidiaries by-laws (or provisions no less advantageous to the same extent such Persons are currently indemnified by Indemnified Parties in comparable organizational documents) of each of the Company and its Subsidiaries pursuant and (ii) indemnify, defend and hold harmless the Indemnified Parties to the Company’s fullest extent permitted by applicable Law against any losses, claims, damages, liabilities, costs, expenses (including advances for reasonable fees and its Subsidiaries’ Organizational Documents expenses as in effect on the date hereof for acts or omissions occurring at or prior incurred to the Effective Timefullest extent permitted under applicable Law, provided the person to whom expenses are advanced provides an undertaking to repay such advances if a court of competent jurisdiction shall ultimately determine, and for such period of time Parent determination shall nothave become final and nonappealable, and that such person is not entitled to indemnification), judgments, fines and, subject to approval by the Surviving Corporation (which shall not permit be unreasonably withheld, delayed or conditioned), amounts paid in settlement in connection with any threatened or actual claim, suit or cause of action, whether civil, criminal or administrative, to which such Indemnified Party is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the Surviving fact that such individual is or was a director or officer or employee of the Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to , or is or was serving at the exculpation or indemnification request of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past as a director or present employeesofficer or employee of another person or (ii) the negotiation, agents, officers execution or directors performance of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company this Agreement or any of its successors the transactions contemplated hereby, whether asserted or assigns shall: (x) consolidate with arising before or merge into any other corporation or entity and shall not be after the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Effective Time.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall cause and the Surviving Company to indemnify Corporation shall jointly and severally indemnify, defend and hold harmless all past the present and present employeesformer officers, agents, officers directors and directors employees of the Company and any of its Subsidiaries to Subsidiaries, and any Person who is or was serving at the same extent such Persons are currently indemnified by request of the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts an officer, director or employee or agent of another Person, against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at on or prior to the Effective Time, and for such period of time Parent shall not, Time (including the transactions contemplated by this Agreement) to the fullest extent permitted under applicable Law (and shall also, subject to Section 7.7(b), advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not permit entitled to indemnification); provided, however, that such indemnification shall be provided only to the Surviving extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries to, amend, repeal or modify any provision in does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that the Surviving Company’s Corporation shall, subject to Section 7.7(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or any the Surviving Corporation, as the case may be, shall be entitled to repayment of its Subsidiaries’ Organizational Documents such advances from the proceeds of such insurance coverage). Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the exculpation present or indemnification former directors, officers, employees, fiduciaries and agents of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries Subsidiaries, and any past Person who is or present employees, agents, officers or directors was serving at the request of the Company as an officer, director or its Subsidiaries employee or agent of another Person (collectively, the "Indemnified Parties") as provided in the Company's Certificate of Incorporation or By-Laws or pursuant to other agreements, or certificates of incorporation or by-laws or similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. If The Surviving Corporation shall maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring prior to the Effective Time; provided, however, that (i) the Surviving Company Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or any companies, the claims paying ability of its successors which is substantially equivalent to the claims paying ability of the insurance company or assigns shall: companies providing such insurance coverage for directors and officers of Parent and (xii) consolidate with or merge into any other corporation or entity and the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of three times the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, last annual premium paid prior to the extent necessarydate hereof, proper provisions but in such case shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11purchase as much coverage as possible for such amount.

Indemnification of Directors and Officers. Section 1. Each individual who was or is made a party or is threatened to be made a party to or is involved (aincluding, without limitation, as a witness) For six (6) years from and after the Effective Timein any actual or threatened action, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employeessuit or proceeding, agentswhether civil, officers and directors criminal, administrative or investigative, by reason of the Company fact that he or she is or was a director or officer of the corporation or, being or having been such a director or officer, he or she is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity, shall be indemnified and held harmless by the corporation to the maximum extent permitted by applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such individual in connection therewith. Such indemnification shall continue as to any such individual who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. No indemnification shall be provided under this Article VIII to any such individual if the corporation is prohibited by the nonexclusive provisions of its Subsidiaries organizing statute, as then in effect, from paying such indemnification. The right to indemnification conferred in this section shall be a contract right and shall include the same extent such Persons are currently indemnified right to be paid by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as corporation reasonable expenses incurred in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for defending any such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision proceeding in the Surviving Company’s or any advance of its Subsidiaries’ Organizational Documents relating to final disposition; provided, however, that the exculpation or indemnification Board of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective TimeDirectors may, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and but shall not be the continuing or surviving corporation or entity obligated, to condition such payment of such consolidation expenses in advance of the final disposition of a proceeding upon delivery to the corporation of an undertaking by or merger; on behalf of such director or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such caseofficer, to the extent necessaryrepay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise, proper provisions shall which undertaking may be made so that the successors unsecured and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11may be accepted without reference to financial ability to make repayment.

Indemnification of Directors and Officers. (a) For at least six (6) years from and after the Effective TimeClosing Date, the Purchaser shall (i) Parent and shall cause the Surviving Company and the Company Subsidiaries to), to indemnify the fullest extent permitted under applicable Law and hold harmless all past and present employees, agents, officers and directors the Organizational Documents of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to hereof, maintain the Effective Time, Company and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating existing indemnification provisions with respect to the exculpation each director or indemnification officer of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any Company Subsidiary as of its Subsidiaries the Closing (collectively, the “Indemnified Directors or Officers”), including provisions relating to advancement of expenses therein; provided that if any claim or claims are asserted or made within such six (6) year period by any Indemnified Director or Officer, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and any past all such claim or present employeesclaims. None of the Purchaser, agents, officers or directors of the Company or its Subsidiaries as any Company Subsidiary shall have any obligation hereunder to any Indemnified Director or Officer with respect to a Proceeding when and if it shall be determined by a court of competent jurisdiction in effect as a final non-appealable order or decree that the indemnification of such Indemnified Director or Officer in the date hereofmanner contemplated hereby is prohibited by applicable Law or the terms of existing Organizational Documents. If In the Surviving event the Company or any of its successors or assigns shall: (x) consolidate with or merge into Company Subsidiary fails to make any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in payment when due under this Section 5.115.11(a), the Purchaser shall make, or cause to be made, such payment.

Indemnification of Directors and Officers. (a) For six (6) years from and after following the Effective TimeClosing, (i) Parent shall cause the Surviving Company to indemnify Corporation and its Subsidiaries shall indemnify, defend and hold harmless harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors or officers of the Company or any of the Company’s Subsidiaries (collectively, the “D&O Indemnitees”) with respect to all past acts or omissions by them in their capacities as such or taken at the request of the Company or any of the Company’s Subsidiaries at any time on or prior to the Closing Date. Parent agrees that, for six (6) years following the Closing, all rights of the D&O Indemnitees to advancement of expenses, indemnification and present employees, agents, officers and directors exculpation from liabilities for acts or omissions occurring on or prior to the Closing Date as provided in the certificate of incorporation or bylaws (or comparable Organizational Documents) of the Company and any of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents , in each case, as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Timehereof, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between of the Company or any of its Subsidiaries and any past or present employeesthe Company’s Subsidiaries, agentsin each case, officers or directors of the Company or its Subsidiaries as in effect as of on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. If For six (6) years following the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and Closing, such rights shall not be amended or otherwise modified in any manner that would adversely affect the continuing rights of any of the D&O Indemnitees, unless such modification is required by Law or surviving corporation approved by such D&O Indemnitee. In addition, Parent shall, or entity shall cause the Surviving Corporation and its Subsidiaries, as the case may be, to advance, pay or reimburse any expenses of any D&O Indemnitee under this Section 6.08 as incurred to the fullest extent permitted under applicable Law; provided that the person to whom expenses are advanced provides an undertaking to repay such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, advances to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11required by applicable Law.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company Corporation (or any successor to indemnify the Surviving Corporation) will honor all the Company's obligations to indemnify, defend and hold harmless all past the present and present employees, agents, former officers and directors of the Company and its subsidiaries and certain other individuals (each an "Indemnified Party") against losses, claims, damages, liabilities, costs, fees and expenses (including reasonable fees and disbursements of its Subsidiaries to counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement provided that any such settlement is effected with the same extent such Persons are currently indemnified by written consent of Parent or the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts Surviving Corporation, which consent shall not unreasonably be withheld) arising out of actions or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating Time ("Losses") to the exculpation extent such obligations of the Company exist under the TBCA, the terms of the Company charter or indemnification of present and former officers and directors the Company by-laws, in each case as in effect in on the Company’s date of the Merger Agreement, or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor under any indemnification agreements in effect agreement between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors subsidiary of the Company, as applicable, and the Indemnified Party that has been filed as an exhibit to the Filed Company SEC Documents or its Subsidiaries as that has been previously identified and delivered to Parent; PROVIDED that in effect as the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. In the date hereof. If event that the Surviving Company Corporation or any of its successors or assigns shall: (xi) consolidate consolidates with or merge merges into any other corporation or entity person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (yii) transfer transfers or conveys all or substantially all of its properties and assets to any individualperson, corporation or other entitythen, then and in each such case, to the extent necessary, proper provisions shall provision will be made so that the successors and assigns of the Surviving Company Corporation shall expressly assume all of the obligations set forth in this Section 5.11paragraph. The provisions described in this paragraph are (i) intended to be for the benefit of, and to be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification of Directors and Officers. (a) For six (6) years from Article VII, Section 2 of Xerox' By-laws states: "Indemnification of Directors and after Officers: Except to the Effective Timeextent expressly prohibited by law, (i) Parent the Company shall cause indemnify any person, made or threatened to be made, a party in any civil or criminal action or proceeding, including an action or proceeding by or in the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors right of the Company to procure a judgment in its favor or by or in the right of any other corporation of any type of kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that he, his testator or intestate is or was a Director of officer of the Company or serves or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be required with respect to any settlement, unless the Company shall have given its prior approval thereto. Such indemnification shall include the right to be paid advances of its Subsidiaries any expenses incurred by such person in connection with such action, suit or proceeding, consistent with the provisions of applicable law. In addition to the foregoing, the Company is authorized to extend rights to indemnification and advancement of expenses to such persons by i) resolution of the shareholders, ii) resolution of the Directors or iii) an agreement, to the extent not expressly prohibited by law." Reference is made to Sections 721 through 726 of the Business Corporation Law of the State of New York. The above provisions of Xerox' By-Laws provide for the indemnification of directors and officers of subsidiaries of Xerox who are also directors or officers of Xerox, to the same extent such Persons are currently indemnified by the Company as directors and its Subsidiaries pursuant officers of Xerox. In addition, paragraph 111 of XCE's Articles of Incorporation state: "Subject to the Company’s and its Subsidiaries’ Organizational Documents provisions of [the Companies Act 1985], every director, other officer or auditor of the company or person acting as a alternate director shall be entitled to be indemnified out of the assets of the company against all costs, charges, expenses, losses or liabilities which he may sustain or incur in effect on or about the date hereof for acts or omissions occurring at or prior execution of his duties to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company company or its Subsidiaries to, amend, repeal or modify any provision otherwise in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11relation thereto."

Indemnification of Directors and Officers. (a) For six (6) years from Parent, Merger Sub 1 and after the Effective TimeMerger Sub 2 agree that all rights to exculpation, (i) Parent shall cause the Surviving Company to indemnify indemnification and hold harmless all past and present employees, agents, officers and directors advancement of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after such time (including in respect of any matters arising in connection with this Agreement or any of the transactions contemplated hereby), now existing in favor of the current or former directors, officers or employees of the Blocker, the Company or its Subsidiaries (in each case, when acting in such capacity, a “D&O Indemnified Person”) as provided in their respective Organizational Documents or in any agreement between the Blocker, the Company or any of its Subsidiaries and for such a D&O Indemnified Person shall survive the Mergers and shall continue in full force and effect. For a period of time at least six (6) years after the Effective Time, Parent shall not, and shall not permit the Surviving Blocker or the Surviving Company or any of its Subsidiaries to, amend, repeal or modify any provision in the Surviving Companysuch Person’s or any of its Subsidiaries’ Organizational Documents relating to contain provisions that are less favorable with respect to the exculpation exculpation, indemnification or indemnification advancement of present and former officers and directors as in effect in the Company’s expenses of any D&O Indemnified Person with respect to acts or any of its Subsidiaries’ Organizational Documents immediately omissions occurring at or prior to the Effective Time, except as whether asserted or claimed prior to, at or after such time (including in respect of any matters arising in connection with this Agreement or any of the transactions contemplated hereby), unless and only to the extent required by applicable Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company that no change, modification or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity amendment of such consolidation documents or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall arrangements may be made so that will adversely affect any such Person’s right thereto without the successors and assigns prior written consent of the Surviving Company shall assume all of the obligations set forth in this Section 5.11that Person.

Indemnification of Directors and Officers. (a) For six (6) years from From the Closing Date through the sixth anniversary thereof, Buyer shall, and after the Effective Time, (i) Parent shall cause the Surviving Company to indemnify Acquired Companies to, fulfill and hold harmless honor in all past and present employeesrespects, agents, officers and directors any indemnification provisions under the Organizational Documents of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents Acquired Companies or any predecessor as in effect on the date hereof for hereof, in each case with respect to their acts and omissions as directors and officers of the Acquired Companies or omissions predecessor thereof occurring at or prior to the Effective TimeClosing Date, and for such period of time Parent shall notin each case, and shall not permit subject to applicable Law. (b) If the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s Buyer or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and Acquired Companies (iii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (yii) shall transfer all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors successor and assigns of the Surviving Company Buyer or such Acquired Company, as the case may be, shall assume all of the obligations set forth in of this Section 5.11.4.11. Section 4.12 Conduct of the Acquired Business Prior to Closing. From the Effective Date until the Closing (the “Interim Period”), the Acquired Companies shall, and Covenantors shall cause the Acquired Companies, as the case may be, to, use commercially reasonable efforts to operate in the Ordinary Course of Business and, subject to the requirements of this Agreement and the agreements and transactions contemplated hereby, to preserve, maintain and protect their material assets and the goodwill of the Acquired Business. Without limiting the generality of the foregoing, during the Interim Period, except as otherwise expressly contemplated by this

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall cause and the Surviving Company to indemnify Corporation shall jointly and severally indemnify, defend and hold harmless all past the present and present employeesformer officers, agents, officers directors and directors employees of the Company and any of its Subsidiaries to Subsidiaries, and any Person who is or was serving at the same extent such Persons are currently indemnified by request of the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts an officer, director or employee or agent of another Person, against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at on or prior to the Effective Time, and for such period of time Parent shall not, Time (including the transactions contemplated by this Agreement) to the fullest extent permitted under applicable Law (and shall also, subject to Section 7.7(b), advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not permit entitled to indemnification); provided, however, that such indemnification shall be provided only to the Surviving extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries to, amend, repeal or modify any provision in does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that the Surviving Company’s Corporation shall, subject to Section 7.7(b), advance expenses on a current basis as provided in this 37 42 paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or any the Surviving Corporation, as the case may be, shall be entitled to repayment of its Subsidiaries’ Organizational Documents such advances from the proceeds of such insurance coverage). Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the exculpation present or indemnification former directors, officers, employees, fiduciaries and agents of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries Subsidiaries, and any past Person who is or present employees, agents, officers or directors was serving at the request of the Company as an officer, director or its Subsidiaries employee or agent of another Person (collectively, the "Indemnified Parties") as provided in the Company's Certificate of Incorporation or By-Laws or pursuant to other agreements, or certificates of incorporation or by-laws or similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. If The Surviving Corporation shall maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring prior to the Effective Time; provided, however, that (i) the Surviving Company Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or any companies, the claims paying ability of its successors which is substantially equivalent to the claims paying ability of the insurance company or assigns shall: companies providing such insurance coverage for directors and officers of Parent and (xii) consolidate with or merge into any other corporation or entity and the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of three times the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, last annual premium paid prior to the extent necessarydate hereof, proper provisions but in such case shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11purchase as much coverage as possible for such amount.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.115.11 .

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective TimeClosing Date, (i) Parent Purchaser shall cause the Surviving Company to indemnify and hold harmless all past and present employeesofficers, agents, officers managers and directors of the Company and Purchased Entities (including, for the avoidance of its Subsidiaries doubt, the applicable individuals included in the definition of the Company’s Knowledge) (each a “D&O Indemnitee” and, collectively, the “D&O Indemnitees”) to the same extent such Persons are currently persons are, as of the date of this Agreement, indemnified by the Company and its Subsidiaries Purchased Entities pursuant to the Company’s and its Subsidiaries’ Organizational Charter Documents as in effect on of the date hereof Purchased Entities for acts or omissions occurring at or prior to the Effective TimeClosing Date, and for such period of time Parent Purchaser shall not, and shall not permit the Surviving Company or its Subsidiaries any Purchased Entity to, amend, repeal or modify modify, or, in the event of a merger, consolidation or dissolution or similar transaction involving any of such entities, fail to have the successor entity or entities assume the obligations under or continue, any provision in the Surviving Company’s or Charter Documents of any of its Subsidiaries’ Organizational Documents Purchased Entity relating to the exculpation or indemnification of present and former officers officers, managers and directors as in effect in any manner that would adversely affect or diminish the Company’s or any rights thereunder of its Subsidiaries’ Organizational Documents immediately prior to the Effective TimeD&O Indemnitees, except as unless such modification is required by applicable Law and (ii) Parent shall cause Legal Requirements. Notwithstanding anything to the Surviving Company to honor any indemnification agreements contrary in effect between the Charter Documents of the Company or any of its Subsidiaries and or any past provision in any indemnification or present employeesother agreement to which any of them is a party or by which any of them is bound, agents, officers (i) no exculpation or directors other provision in the Charter Documents of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors Subsidiaries or assigns shall: any such agreement shall be deemed to exculpate any such person from its obligations under this Agreement and (xii) consolidate with no Person that is an Equityholder or merge into an Affiliate or employee of an Equityholder shall be entitled to indemnification or reimbursement or advancement of expenses under any other corporation provision of the Charter Documents of the Company or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all any of its properties and assets to Subsidiaries or any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns agreement for any matter constituting a breach of the Surviving Company shall assume all of the obligations representations and warranties set forth in ARTICLE IV or ARTICLE V of this Section 5.11Agreement.

Indemnification of Directors and Officers. (a) For six (6) years from Parent and after the Effective TimeMerger Sub agree that all rights to exculpation, (i) Parent shall cause the Surviving Company to indemnify indemnification and hold harmless all past and present employees, agents, officers and directors advancement of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof expenses for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company whether asserted or its Subsidiaries claimed prior to, amend, repeal at or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to after the Effective TimeTime (including any matters arising in connection with the Transactions), except now existing in favor of the current or former directors or officers, as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employeescase may be, agents, officers or directors of the Company or its Subsidiaries as provided in effect as the Organizational Documents of the date hereofCompany or any such Subsidiary or in any written agreement set forth on Section 6.9(a) of the Company Disclosure Letter (the “Indemnity Agreements”) shall survive the Merger and shall continue in full force and effect in accordance with their terms to the extent provided in the following sentence. If From and after the Effective Time for a period of six (6) years, Parent shall, and shall cause the Surviving Company to, (i) indemnify, defend and hold harmless, and advance expenses (subject to the Person to whom expenses are advanced providing an undertaking to repay such advances if it is finally determined by a court of competent jurisdiction that such Person is not entitled to indemnification) to, any individual who, on or prior to the Effective Time, was an officer or director of the Company or any of its successors the Company’s Subsidiaries (each, an “Indemnitee”) with respect to all acts or assigns shall: omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted by Law as required by (x) consolidate with the Organizational Documents of the Company or merge into any other corporation or entity such Subsidiary as in effect on the date of this Agreement and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all the Indemnity Agreements, and (ii) not amend, repeal or substantially all otherwise modify any such provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect the indemnification rights thereunder of its properties any Indemnitees. The Company has made available to Parent true, complete and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns correct copies of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Indemnity Agreements.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective TimeClosing Date (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been dully submitted prior to the six-year anniversary of the Closing Date), (i) the Surviving LLC shall, and Parent shall cause the Surviving Company to indemnify LLC to, fulfill and hold harmless honor in all past and present employees, agents, officers and directors respects the obligations of the Company and to those persons who served as directors or officers of its Subsidiaries the Company at any time at or prior to the same extent such Persons are currently indemnified by Closing (and those persons who served as members, managers, directors or officers of any Subsidiary of the Company and its Subsidiaries at any time at or prior to the Closing) pursuant to any indemnification provisions under the certificate of organization, bylaws or other organization or formation documents of the Company (and the Subsidiaries of the Company’s and its Subsidiaries’ Organizational Documents ) as in effect on the date hereof for acts or omissions occurring at or prior of this Agreement (the persons entitled to be indemnified pursuant to such provisions being referred to collectively as the Effective Time“D&O Indemnified Parties”). To the extent permitted by Law, from and after the Closing Date through the sixth (6th) anniversary of the Closing Date, the Surviving LLC shall, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of LLC and its Subsidiaries to, maintain the provisions with respect to indemnification and any past exculpation from liability as set forth in the certificate of organization, bylaws or present employees, agents, officers other organization or directors formation documents of the Company or (and its Subsidiaries as in effect Subsidiaries) as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and this Agreement, which provisions shall not be amended, repealed or otherwise modified during such period in any manner that would materially adversely affect the continuing or surviving corporation or entity rights thereunder of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11D&O Indemnified Party.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective TimeClosing until the sixth (6th) anniversary of the Closing Date (or such longer period as may be required to resolve any claim which arose before the sixth (6th) anniversary of the Closing Date, (i) Parent as applicable, the “Relevant Period”), Buyer shall not, and shall cause each Group Company not to, amend, or otherwise modify (unless such modification is required by applicable Law) in any manner that would adversely affect the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors rights of the Company and of its Subsidiaries to applicable indemnitees, the same extent such Persons are currently indemnified by indemnification provisions provided in the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents of the applicable Group Companies as of the date hereof or any indemnification agreements of the Group Companies in effect existence on the date hereof and provided to Buyer prior to the date hereof (collectively, the “D&O Agreements”) for the individuals who, on or prior to the Closing Date, were directors, managers or officers of such Group Company (collectively, the “D&O Indemnified Parties”), as applicable, with respect to all acts or omissions by them in their capacities as such or taken at the request of such Group Company at any time prior to the Closing Date. The Parties agree that all rights of the D&O Indemnified Parties to indemnification and exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time, and for such period Closing Date pursuant to this Section 5.16(a) or any Organizational Documents as of time Parent the date hereof or the D&O Agreements shall not, survive the Closing Date and shall continue until the expiration of the Relevant Period. Following the Closing until the expiration of the Relevant Period, (i) such rights shall not permit be amended or otherwise modified in any manner that would adversely affect the Surviving Company or its Subsidiaries torights of any D&O Indemnified Party, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as unless such modification is required by applicable Law Law, and (ii) Parent shall cause subject to the Surviving Company to honor any indemnification agreements in effect between proviso immediately below, the Company shall maintain for the Relevant Period its current policies of directors’ and officers’ liability insurance (including employment practices and fiduciary liability insurance) covering acts or any omissions of the D&O Indemnified Parties occurring at or prior to the Closing (collectively, the “D&O Insurance Policies”), and the D&O Insurance Policies shall benefit the D&O Indemnified Parties who are currently covered by such D&O Insurance Policies on the same terms and scope with respect to such coverage and amount, for the Relevant Period; provided, that during the Relevant Period the Company and its Subsidiaries shall be entitled to enter into and any past obtain alternative policies of directors’ and officers’ liability insurance (including employment practices and fiduciary liability insurance) covering acts or present employees, agents, officers or directors omissions of the Company D&O Indemnified Parties occurring at or its Subsidiaries prior to the Closing (each, an “Alternative Policy” and, collectively, the “Alternative Policies”) and to terminate coverage under any existing D&O Insurance Policies so long as such any such Alternative Policy provides coverage of the D&O Indemnified Parties no less favorable than the applicable replaced D&O Insurance Policy. Following the Closing until the expiration of the Relevant Period, the Group Companies shall promptly advance and pay any expenses of any D&O Indemnified Party incurred in effect the defense of any Action subject to indemnification pursuant to this Section 5.16 in accordance with, and subject to the terms of, the Organizational Documents as of the date hereofhereof or the D&O Agreements unless a D&O Indemnified Party is entitled to such advance in accordance with an applicable D&O Insurance Policy or Alternative Policy, in which case the applicable Seller Party shall advance and pay such expenses in accordance with the applicable D&O Insurance Policy. If For the Surviving Company or any avoidance of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and doubt, Buyer shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties obligated hereunder to obtain any directors and assets to any individual, corporation or other entity, then and in each such case, officers liability insurance policy with respect to the extent necessaryGroup Companies or the D&O Indemnified Parties for any period of time prior to the Closing Date (whether in replacement of any D&O Insurance Policies or otherwise), proper provisions shall be made so that but may obtain directors and officers liability insurance with respect to the successors Group Companies for periods commencing from and assigns of after the Surviving Company shall assume all of the obligations set forth Closing Date in this Section 5.11its sole discretion.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent Buyer shall, and shall cause the Surviving Company to indemnify Corporation to, indemnify, defend and hold harmless all past the officers, directors and present employees, agents, officers and directors employees of the Company and or any of its Subsidiaries subsidiaries (including the Subsidiaries, as applicable) against all losses, expenses (including attorney’s fees and expenses), claims, damages or liabilities arising out of claims brought or made by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the same fullest extent such Persons are currently indemnified by the Company permitted or required under applicable law and its Subsidiaries pursuant shall advance expenses prior to the Company’s final disposition of such claims and its Subsidiaries’ Organizational Documents as liabilities to which this sentence applies. Without limiting the foregoing, Buyer shall, and shall cause the Surviving Corporation to, cause to be maintained in effect for a period of six years after the Closing Date (or, in the case of claims or other matters occurring on the date hereof for acts or omissions occurring at or prior to the Effective Timeexpiration of such six-year period which have not been resolved prior to the expiration of such six-year period, and for until such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents matters are finally resolved) (a) all provisions relating to the exculpation or indemnification of present current or former officers, directors and former officers and directors as in effect employees (the “Indemnified Parties”) in the Company’s Certificate or any By-laws, the certificate of its Subsidiaries’ Organizational Documents immediately prior to incorporation (or similar document) and by-laws of the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of agreements between an Indemnified Party and the Company or its Subsidiaries (provided, however, that the provision of such exculpation or indemnification may be amended or modified as required by law), and (b) the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company; provided, however, that in effect as no event shall the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.7 in excess of 150% of the date hereof. If amount of the aggregate premiums paid by the Company in 2006 for such purpose (provided that the Surviving Company Corporation may substitute therefor policies with an issuer of equal claims paying ratings and of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the Indemnified Parties) with respect to claims arising from facts or any of its successors events that occurred on or assigns shall: (x) consolidate with or merge into any other corporation or entity before the Closing Date. This covenant is intended to be for the benefit of, and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individualenforceable by, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Indemnified Parties and their respective heirs and legal representatives.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective TimeClosing Date, (i) Parent shall, and Parent shall cause the Surviving Company Corporation and its Subsidiaries, to jointly and severally indemnify and hold harmless all of their past and present employees, agents, officers and directors (each, a “D&O Indemnitee” and collectively, the “D&O Indemnitees”) and provide advancement of the Company costs and of its Subsidiaries expenses to such D&O Indemnitees to the same extent such Persons D&O Indemnitees are currently indemnified by the Company and or its Subsidiaries Subsidiaries, or advancement of costs expenses is provided to such D&O Indemnitees, as applicable, as of the date hereof pursuant to the Company’s and Governing Documents of the Company or its Subsidiaries’ Organizational Documents as Subsidiaries in effect on the date hereof and to the extent permitted under Applicable Law, for acts or omissions occurring at or prior to the Effective TimeClosing Date, and for such period of time Parent shall not, and shall not permit the Surviving Company Corporation or its Subsidiaries to, amend, repeal or modify in any adverse manner any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Governing Documents to the extent relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If ; provided, that no such D&O Indemnitee shall have any rights with respect to advancement, indemnification, contribution or other recovery of any kind from Parent, Merger Sub, the Surviving Company Corporation or any of its successors their respective Affiliates or assigns shall: (x) consolidate with FRGA Equityholders for any matter which such indemnified director or merge into officer is in the final judgment of a court of competent jurisdiction found to be liable to Parent, Merger Sub, the Surviving Corporation or any other corporation of their respective Affiliates for fraud based on the representations and warranties contained in this Agreement or entity and any Related Agreement. Solely for purposes of this Section 5.10, “Governing Documents” shall not be the continuing include any stockholders agreement, equityholders agreement, voting agreement, registration rights agreement or surviving corporation similar agreement or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11document.

Indemnification of Directors and Officers. The Corporation shall indemnify any Director or officer, any former Director or officer of the Corporation and any person who is or has served at the request of the Corporation as a director, officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (aand his heirs, executors and administrators) For six (6) years against expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such director, officer or trustee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent and according to the procedures and requirements set forth in the Ohio General Corporation law as the same may be in effect from and after time to time. The indemnification provided for herein shall not be deemed to restrict the Effective Time, right of the Corporation to (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agentsagents and others as permitted by such Law, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company purchase and maintain insurance or any provide similar protection on behalf of its Subsidiaries and any past or present employees, agentsdirectors, officers or directors such other persons against liabilities asserted against them or expenses incurred by them arising out of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, their service to the extent necessaryCorporation as contemplated herein, proper provisions shall and (iii) enter into agreements with such directors, officers, employees, agents or others indemnifying them against any and all liabilities (or such lesser indemnification as may be made so that provided in such agreements) asserted against them or incurred by them arising out of their service to the successors Corporation as contemplated herein. EXHIBIT II FORM OF UNDERTAKING ------------------- THIS UNDERTAKING has been entered into by ________________________ (hereinafter "Indemnitee") pursuant to an Indemnification Agreement dated ________________, 19___ (the "Indemnification Agreement") between Applied Industrial Technologies, Inc. (hereinafter "Company"), an Ohio corporation, and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Indemnitee.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, (i) Parent to the fullest extent permitted by applicable Law, Huntington shall, and shall cause the Surviving Company to indemnify its Subsidiaries to, indemnify, defend, and hold harmless all past the present and present former directors, officers, employees, agents, officers and directors agents of the Company and Empire Companies (each, an "Indemnified Party") against all Liabilities arising out of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts actions or omissions arising out of the Indemnified Party's service or services as directors, officers, employees, or agents of Empire or, at Empire's request, of another corporation, partnership, joint venture, trust, or other enterprise occurring at or prior to the Effective TimeTime (including the transactions contemplated by the Merger Documents), and for such period including provisions relating to advances of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision expenses incurred in the Surviving Company’s defense of any Litigation, with respect to any Liability, claim, demand, action, or any of its Subsidiaries’ Organizational Documents relating to the exculpation Litigation asserted or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately made prior to or at any time after the Effective Time. All such rights to indemnification with respect to any such Liability, except as required claim, demand, or action shall continue until the final disposition of such Litigation and/or Liability; provided, however, that nothing contained herein shall increase or lengthen the duration of obligations with respect to such indemnification by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company Huntington or any other Huntington Company over that to which Empire would have been subject had the Merger not been consummated. All rights to exculpation from liability and limitation of its Subsidiaries liability provided by this Section 6.4 shall survive the Effective Time and any past or present employees, agents, officers or directors the consummation of the Company or its Subsidiaries as Merger. Without limiting the foregoing, in effect as any case in which approval by Huntington is required to effectuate any indemnification, Huntington shall direct, at the election of the date hereof. If Indemnified Party, that the Surviving Company or determination of any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions approval shall be made so that by independent counsel mutually agreed upon between Huntington and the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Indemnified Party.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, (i) Parent Purchaser agrees that all rights to indemnification and/or advancement of expenses in favor of the directors, officers, employees and agents of any Group Company (each, a “D&O Indemnitee” and collectively, the “D&O Indemnitees”), as provided in the organizational documents of such Group Company in effect as of the date hereof or pursuant to any Contracts made available to Purchaser prior to the date hereof, in each case with respect to any matters occurring prior to the Closing, shall cause survive the Surviving Company to Closing and shall continue in full force and effect and (ii) Seller agrees it shall indemnify and hold harmless all past and present employees, agents, officers and directors each D&O Indemnitee with respect to any Losses (including amounts paid in settlement or compromise) that such D&O Indemnitee would be entitled to indemnification for under the organizational documents of any member of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Group Company’s and its Subsidiaries’ Organizational Documents , in each case as in effect on the date hereof hereof, or pursuant to any other agreements in effect on the date hereof, for acts or omissions occurring by such D&O Indemnitee in such Person’s capacity as a director, officer or employee of any member of the Business Group or Seller Group or taken at the request of a member of the Seller Group or the Business Group (including in connection with serving at the request of a member of the Seller Group, a member of the Business Group or as a Representative of another Person (including any Benefit Plan)), in each case, at, or at any time prior to, the Closing. Seller further agrees that Purchaser shall have no liability for any such claims and, notwithstanding anything to the contrary in this Agreement, all such claims by a D&O Indemnitee may be brought against the Seller Group’s directors and officers’ liability insurance policy. Any indemnification and liability limitation or exculpation provisions contained in the organizational documents of the Group Companies shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Effective TimeClosing, and for were D&O Indemnitees, unless such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amendamendment, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as modification is required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Law.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective TimeClosing Date, the Company shall, and Buyer shall cause the Company to, fulfill and honor in all respects the obligations of the Company to those persons who served as directors or officers of the Company at any time at or prior to the Closing (and those persons who served as directors or officers of any Subsidiary of the Company at any time at or prior to the Closing) pursuant to (i) Parent shall cause any indemnification provisions under the Surviving Company to indemnify and hold harmless all past and present employeescertificate of organization, agents, officers and directors bylaws or other organization or formation documents of the Company (and the Subsidiaries of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents ) as in effect on the date hereof for acts of this Agreement and (ii) any indemnity agreements between the Company (or omissions occurring at or prior the Subsidiaries of the Company) and any such persons as in effect on the date of this Agreement and set forth in Section 6.6(a)(ii) of the Company Disclosure Schedules (the persons entitled to be indemnified pursuant to such provisions and such indemnity agreements being referred to collectively as the Effective Time“D&O Indemnified Parties”). From and after the Closing Date through the sixth anniversary of the Closing Date, the Company shall, and for such period of time Parent Buyer shall not, cause the Company and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision maintain the provisions with respect to indemnification and exculpation from liability as set forth in the Surviving Company’s certificate of organization, bylaws or any of its Subsidiaries’ Organizational Documents relating to the exculpation other organization or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors formation documents of the Company or (and its Subsidiaries as in effect Subsidiaries) as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and this Agreement, which provisions shall not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the continuing or surviving corporation or entity rights thereunder of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11D&O Indemnified Party.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, Parent agrees that (i) Parent shall cause the Surviving Company all rights to indemnify and hold harmless all past and present employeesindemnification existing in favor of any director, agentsofficer, officers and directors employee or agent of the Company and of (the “Indemnified Parties”) as provided in its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as charter or bylaws or in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between with the Company or any of its Subsidiaries and any past other Person, or present employees, agents, officers or directors of the Company or its Subsidiaries as otherwise in effect as of the date hereof, shall survive the Closing and shall continue in full force and effect for a period of not less than six years from the Closing Date and (ii) Parent shall guarantee the performance by the Company of its obligations referred to in immediately preceding clause (i); provided that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims, and Parent’s guarantee with respect thereto, shall continue until final disposition of any and all such claims. If Parent also agrees to indemnify all Indemnified Parties to the Surviving fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals’ services as directors, officers, employees or agents of the Company or as trustees or fiduciaries of any plan for the benefit of its successors employees or assigns shall: (x) consolidate directors of, or otherwise on behalf of, the Company, occurring prior to the Closing Date including, without limitation, the transactions under this Agreement. Without limiting the generality of the foregoing, if any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity matter, arising out of such consolidation individuals’ services as directors, officers, employees or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns agents of the Surviving Company or as trustees or fiduciaries of any plan for the benefit of employees or directors of, or otherwise on behalf of, the Company, including the transactions under this Agreement, occurring prior to or at the Closing, Parent shall assume pay as incurred such Indemnified Party’s reasonable out-of-pocket legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. From and after the Closing, Parent shall pay all of reasonable out-of-pocket expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations set forth provided for in this Section 5.114.13.

Indemnification of Directors and Officers. (amm) For six (6) years from and after the Effective Time, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, the current officers and directors of the Company and of its Subsidiaries (the “Covered Persons”) to the same maximum extent covered by such Persons are currently indemnified by the Company officers’ and its Subsidiaries pursuant to directors’ indemnification and exculpation in the Company’s and its Subsidiaries’ Organizational Documents and indemnification agreements between such persons and the Company, in each case, that have been delivered to Parent and as in effect on immediately prior to the date hereof consummation of the Merger (including fulfilling and honoring all requirements of the Company under such agreements; provided, however, that neither Parent nor the Surviving Company shall have any obligation to fulfill or honor provisions under any agreement that would require the Company or any of its Subsidiaries to provide indemnification to any Person in such Person’s capacity as a stockholder of the Company), for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors the Covered Persons as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereofLaws. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11.-76-

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent Buyer shall, and shall cause the Surviving Company to indemnify Corporation to, indemnify, defend and hold harmless all past the officers, directors and present employees, agents, officers and directors employees of the Company and or any of its Subsidiaries subsidiaries (including the Subsidiaries, as applicable) against all losses, expenses (including attorney’s fees and expenses), claims, damages or liabilities arising out of claims brought or made by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Merger Agreement to the same fullest extent such Persons are currently indemnified by the Company permitted or required under applicable law and its Subsidiaries pursuant shall advance expenses prior to the Company’s final disposition of such claims and its Subsidiaries’ Organizational Documents as liabilities to which this sentence applies. Without limiting the foregoing, Buyer shall, and shall cause the Surviving Corporation to, cause to be maintained in effect for a period of six years after the Closing Date (or, in the case of claims or other matters occurring on the date hereof for acts or omissions occurring at or prior to the Effective Timeexpiration of such six year period which have not been resolved prior to the expiration of such six year period, and for until such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents matters are finally resolved) (a) all provisions relating to the exculpation or indemnification of present current or former officers, directors and former officers and directors as in effect employees (the “Indemnified Parties”) in the Company’s Restated Certificate or any By-laws, the certificate of its Subsidiaries’ Organizational Documents immediately prior to incorporation (or similar document) and by-laws of the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of agreements between an Indemnified Party and the Company or its Subsidiaries (provided, however, that the provision of such exculpation or indemnification may be amended or modified as required by law), and (b) the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company; provided, however, that in effect as no event shall the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.9 in excess of 150% of the date hereof. If amount of the aggregate premiums paid by the Company in 2003 for such purpose (provided that the Surviving Company Corporation may substitute therefor policies with an issuer of equal claims paying ratings and of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the Indemnified Parties) with respect to claims arising from facts or any of its successors events that occurred on or assigns shall: (x) consolidate with or merge into any other corporation or entity before the Closing Date. This covenant is intended to be for the benefit of, and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individualenforceable by, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11Indemnified Parties and their respective heirs and legal representatives.

Indemnification of Directors and Officers. (a) For six (6) years from and after The corporation shall indemnify each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the Effective Time, (i) Parent shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors right of the Company Corporation (a "proceeding") by reason of the fact that he or she, or the person of whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer, is or was serving at the Corporation's request as a director, officer, trustee, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines and of its Subsidiaries amounts paid in settlement, which he or she reasonably incurs in connection with the proceeding, to the same fullest extent such Persons are currently indemnified authorized by the Company Delaware General Corporation Law, as it now exists and its Subsidiaries pursuant as it may be amended (but in the case of any amendment, only to the Company’s and its Subsidiaries’ Organizational Documents as in effect on extent that the date hereof for acts or omissions occurring at or amendment authorizes the Corporation to provide broader indemnification rights than were permitted prior to the Effective Time, and for such period amendments). This right to indemnification shall continue as to a person who has ceased to be a director or officer of time Parent shall not, the Corporation and shall not permit inure to the Surviving Company benefit of his or its Subsidiaries to, amend, repeal or modify her heirs and legal representatives. The right to indemnification under this Article 8 shall include the right to be paid by the Corporation the expenses incurred in defending any provision proceeding in the Surviving Company’s or any advance of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as final deposition. If required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between Delaware General Corporation Law, however, the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors payment of the Company expenses incurred by a director or its Subsidiaries as in effect as officer of the date hereof. If the Surviving Company Corporation in his or any of its successors or assigns shall: her capacity as such (x) consolidate with or merge into and not in any other corporation capacity in which he or entity and shall not be the continuing she renders or surviving corporation rendered service while serving as an officer or entity of such consolidation or merger; or (ydirector) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so only on delivery of an undertaking by the director or officer to repay all amounts advanced if it is ultimately determined that he or she is not entitled to indemnification under this Article 8 (or otherwise). The Corporation, by action of its board of directors, may provide indemnification to its employees and agents with the successors same scope and assigns of effect as the Surviving Company shall assume all of the obligations set forth indemnification provided to its directors and officers in this Section 5.11Article 8.

Indemnification of Directors and Officers. (a) For six (6) years from From and after the Effective Time, (i) Parent shall cause the Surviving Company to shall indemnify and hold harmless all past harmless, to the fullest extent required by the Company Memorandum and present employees, agents, officers Articles or the memorandum and directors articles or the Company Subsidiaries or similar constitutional documents (as the case may be) and as required pursuant to any indemnity agreements of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the or any Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as Subsidiary in effect on the date hereof for acts hereof, each present and former director and officer of the Company and each Company Subsidiary (collectively, the “Indemnified Parties”) against any and all costs or omissions expenses (including attorneys’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to such Indemnified Party’s service as a director or officer of the Company or any Company Subsidiary or services performed by such Person at the request of the Company or any Company Subsidiary, including (i) any and all matters pending, existing or occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company whether asserted or its Subsidiaries claimed prior to, amend, repeal at or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to after the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company actions to honor any indemnification agreements in effect between the Company enforce this provision or any other indemnification or advancement right of its Subsidiaries any Indemnified Parties, and (iii) any claim arising from Transactions, and any past or present employees, agents, officers or directors actions taken by Parent and/or Merger Sub with respect thereto (including any disposition of the Company or its Subsidiaries as in effect as assets of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into Company Subsidiary which is alleged to have rendered the Surviving Company and/or any other corporation or entity Company Subsidiary insolvent). The memorandum and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns articles of the Surviving Company shall assume all of the obligations contain provisions no less favorable with respect to exculpation and indemnification than are set forth in this Section 5.11the Company Memorandum and Articles as in effect on the date hereof, and Parent shall cause such provisions not to be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of the Indemnified Parties, unless such modification shall be required by Law.

Indemnification of Directors and Officers. (a) For Until the six (6) years from and after year anniversary of the Effective TimeClosing Date or such time as the Company is no longer a controlled Affiliate of Buyer, (i) Parent Buyer shall cause the Surviving Company to indemnify and hold harmless all past advance expenses to current and present employees, agents, former directors and officers and directors of the Company and of its Subsidiaries in a manner substantially similar to the same extent such Persons are currently indemnified manner provided for by the Company director and its Subsidiaries pursuant to officer indemnification provisions of the Constitutive Documents and/or Governance Documents of the Company’s and its Subsidiaries’ Organizational Documents , as applicable, in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period as of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective TimeClosing Date, except as required otherwise prohibited by applicable Law and (ii) Parent shall cause Legal Requirements. Notwithstanding anything in this Agreement to the Surviving Company contrary, no such current or former director or officer is entitled to honor any indemnification agreements in effect between the Company limitation of liability, exculpation, indemnification, contribution, or advancement or reimbursement of expenses from Buyer or any of its Subsidiaries Buyer’s Affiliates under any of their respective Constitutive Documents or Governance Documents, this Section 5.8, or otherwise with respect to any Third-Party Claim or Direct Claim for which indemnification is sought by a Buyer Indemnified Person in accordance with Article VI. Notwithstanding anything in this Agreement to the contrary, this Section 5.8 is binding upon and inures solely to the benefit of the Parties, and nothing in this Section 5.8, express or implied, confers upon any past Person any rights or present employees, agents, officers remedies of any nature whatsoever under or directors by reason of this Section 5.8. Until the six (6) year anniversary of the Closing Date Buyer shall not amend the Constitutive Documents and/or Governance Documents of the Company in any way that diminishes or its Subsidiaries as in effect as eliminates any rights of indemnification for current or former directors and officers of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individualCompany, corporation or other entity, then and in each such case, subject to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.115.8.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective Time, Parent agrees that (i) Parent shall cause the Surviving Company all rights to indemnify and hold harmless all past and present employeesindemnification existing in favor of any director, agentsofficer, officers and directors employee or agent of the Company and of (the "INDEMNIFIED PARTIES") as provided in its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as charter or bylaws or in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between with the Company or any of its Subsidiaries and any past other Person, or present employees, agents, officers or directors of the Company or its Subsidiaries as otherwise in effect as of the date hereof, shall survive the Closing and shall continue in full force and effect for a period of not less than six years from the Closing Date and (ii) Parent shall guarantee the performance by the Company of its obligations referred to in immediately preceding clause (i); PROVIDED that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims, and Parent's guarantee with respect thereto, shall continue until final disposition of any and all such claims. If Parent also agrees to indemnify all Indemnified Parties to the Surviving fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as directors, officers, employees or agents of the Company or as trustees or fiduciaries of any plan for the benefit of its successors employees or assigns shall: (x) consolidate directors of, or otherwise on behalf of, the Company, occurring prior to the Closing Date including, without limitation, the transactions under this Agreement. Without limiting the generality of the foregoing, if any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity matter, arising out of such consolidation individuals' services as directors, officers, employees or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns agents of the Surviving Company or as trustees or fiduciaries of any plan for the benefit of employees or directors of, or otherwise on behalf of, the Company, including the transactions under this Agreement, occurring prior to or at the Closing, Parent shall assume pay as incurred such Indemnified Party's reasonable out-of-pocket legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. From and after the Closing, Parent shall pay all of reasonable out-of-pocket expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations set forth provided for in this Section 5.11SECTION 4.13.

Indemnification of Directors and Officers. (a1) For The Charter Documents of Parent following the Closing will contain provisions with respect to exculpation and indemnification and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that would adversely affect the rights thereunder of individuals who following the Closing are directors, officers, employees or agents of Parent unless such modification is required by Law. In addition, from and after the Effective TimeClosing, (i) Parent shall, and shall cause the Surviving Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to, advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Action with respect to the same extent such Persons are currently indemnified by the Company and its Subsidiaries any matters subject to indemnification pursuant to this Article 7 pursuant to the Company’s procedures set forth, and its Subsidiaries’ Organizational Documents as to the fullest extent provided in the certificate or articles of incorporation and bylaws in effect on the date hereof for acts or omissions occurring at or immediately prior to the Effective TimeClosing or existing indemnification agreements; provided, however, that, prior to any such advance, any Indemnified Party to whom expenses are advanced shall sign a written undertaking to repay such advanced expenses as soon as reasonably practicable if it is ultimately determined that such Indemnified Party is not entitled to indemnification or advancement. Further, from and for such period of time after the Closing, Parent shall not, and shall cause its Subsidiaries not permit to, settle, compromise or consent to the Surviving Company entry of any judgment in any Action or threatened Action, with respect to any matter arising out of, relating to, or in connection with any acts or omissions occurring or alleged to have occurred prior to the Closing (with respect to which indemnification could be sought by such Indemnified Party under the Delaware General Corporation Law, the indemnification provisions in Parent’s certificate of incorporation and bylaws in effect immediately prior to the Closing or any indemnification agreement), brought against any Indemnified Party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing and Parent shall, and shall cause its Subsidiaries to, amend, repeal or modify any provision cooperate in the Surviving Company’s or defense of any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11matter.

Indemnification of Directors and Officers. (a) For six (6) years from and after the Effective TimeClosing Date, (i) Parent Purchaser shall not and shall cause each Company Entity not to amend, or otherwise modify (unless such modification is required by Law) in any manner that would adversely affect the Surviving rights of the applicable indemnitees, the indemnification provisions currently provided by the Organizational Documents of each Company to indemnify Entity, for the benefit of the directors and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or Entities prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereofClosing. If the Surviving any Company or any of its successors or assigns shall: (x) consolidate Entity consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (y) transfer transfers all or substantially all of its properties and assets to any individual, corporation or other entityPerson, then and in each such case, to the extent necessary, Purchaser shall ensure that proper provisions provision shall be made so that the successors and assigns of the Surviving such Company shall Entity assume all of the obligations set forth in this Section 5.116.06. Seller shall ensure that its director and officer insurance covering the directors and officers of the Company Entities prior to the Closing Date continues to be available to insure against claims for a period of six years after the Closing on terms and conditions not less favorable to such directors and officers as existing in Seller’s and its controlled Affiliates’ director and officer liability insurance as of the date of this Agreement. This Section 6.06 is intended to be for the benefit of, and to grant third-party beneficiary rights to, the Persons who served as directors and officers of the Company Entities prior to the Closing. Each such Person shall be entitled to enforce this Section 6.06 to the same extent as if such Person were a party hereto and a direct beneficiary of this Section 6.06, and no such person shall be obligated to seek contribution from any other Person who may have an obligation to indemnify such person for any matter with respect to which such covered person is entitled to indemnification from any Company Entity by virtue of this this Section 6.06.