Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company and made available to Parent prior to the date of this Agreement, in each case arising out of acts or omissions in their capacity as directors or officers of the Company occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and the Surviving Corporation will advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification of Directors and Officers. (a) For a period of six years from From and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors and officers of the Company or any Company Subsidiary (each a “Covered Person”) from and against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the same extent such Persons are required to be indemnified claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as of the date of this Agreement by the Company pursuant to applicable Lawa director, the Company Charter, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers officer or employee of the Company and made available to Parent prior to the date of this Agreementor any Company Subsidiary occurring (or, in each the case arising out of acts or omissions in their capacity as directors or officers of the Company occurring or alleged to an omission, that allegedly should have occurred occurred) at or prior to the Effective Time, whether asserted or claimed prior to(B) this Agreement, at the Merger, the Offer, the Top-Up Option, the Support Agreements or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation any of the Merger)other transactions contemplated herein. Parent and shall advance or shall cause the Surviving Corporation will to advance as incurred to each Covered Person any expenses (including reasonable legal fees expenses incurred to enforce the provisions of this Section 5.9(a)) actually and expenses) to all past and present directors and officers of the Company reasonably incurred in the defense of defending any Proceedings claims, actions, suits, proceedings or investigations with respect to the matters subject to indemnification pursuant to this Section 5.10(a5.9(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s upon receipt of an undertaking by or on behalf of such person Covered Person to repay such expenses amount if it is shall ultimately be determined by a final and non-appealable judgment issued by a court of competent jurisdiction that such person Covered Person is not entitled to indemnification be indemnified pursuant to this Section 5.10(a5.9(a). In , and such determination shall be made independently of the event outcome of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in determination made with respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporationunderlying claim, such consent not to be unreasonably withheldaction, conditioned suit proceeding or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, Parent and shall cause the Surviving Corporation will to indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company CharterArticles, the Company Bylaws By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document with any directors directors, officers, and officers employees of the Company and made available to Parent prior to the date of this Agreementor any Company Subsidiary, in each case arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time; provided, whether asserted or claimed prior tohowever, at or after that Parent shall cause the Effective Time (including Surviving Corporation to indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger)transactions contemplated hereby. Parent and shall cause the Surviving Corporation will to advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement and made available filed as an exhibit to Parent prior a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf advancement of such person expenses is authorized under the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such person director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a). In Notwithstanding anything herein to the event 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 (6th) anniversary of any Proceeding pursuant to which any person may claim indemnification pursuant to the Effective Time, the provisions of this Section 5.105.10(a) shall continue in effect until the final disposition of such claim, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief action, suit, proceeding or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will indemnify shall, and Parent shall cause the Surviving Corporation to, assume, honor and fulfill in all respects the obligations of the Company and its Subsidiaries to indemnify, hold harmless and advance the costs, fees and expenses of all past and present directors directors, officers and officers employees of the Company or each Company Subsidiary (collectively, the “Covered Persons”) under and to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to applicable Law(i) indemnification, expense advancement and exculpation provisions in the Company Charter, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and (ii) any indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of the Company Covered Person and made available to Parent prior to (collectively, the date of this Agreement“Existing Indemnification Agreements”), in each case case, to the fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or such Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and shall cause the Surviving Corporation will to advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) 5.9 in accordance with the procedures (if any) set forth in the Company Bylaws Charter, the Company Bylaws, the certificate of incorporation and indemnification agreements in existence on bylaws, or equivalent organizational documents, of any Company Subsidiary, and any Existing Indemnification Agreements, as applicable; provided, that the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of applicable Covered Person provides an undertaking by or on behalf of such person to repay such expenses advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that such person Covered Person is not entitled to indemnification pursuant to under this Section 5.10(a)5.9 or otherwise. In Notwithstanding anything herein to the event of contrary, if any Proceeding pursuant (whether arising before, at or after the Effective Time) is made against such persons with respect to which any person may claim indemnification pursuant matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10, (i) 5.9 shall continue in effect until the Surviving Corporation may control the defense final disposition of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will and each Company Subsidiary, as applicable, shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company and the Company Subsidiaries (collectively, the “Indemnified Persons”) to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CharterCertificate, the Company Bylaws Bylaws, the corresponding organizational documents of the Company Subsidiaries and indemnification agreements agreements, in each case as in existence on the date of this Agreement with any directors and officers listed in Section 3.13(a)(xxii) of the Company and made available to Parent prior to Disclosure Schedule (collectively, the date of this Agreement“D&O Indemnification Agreements”), in each case arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company and such Company Subsidiaries occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time . The Surviving Corporation shall (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and shall cause the Surviving Corporation will to) advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Actions with respect to the matters subject to indemnification pursuant to this Section 5.10(a5.08(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements and the corresponding organizational documents of the Company Subsidiaries, in each case in existence on the date of this Agreement and made available Agreement; provided, however, that the person to Parent prior whom expenses are advanced undertakes, to the date of this Agreementextent required by the DGCL or by the applicable indemnification agreement or organizational document, subject to repay such advanced expenses to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses Corporation if it is ultimately determined that such person director, officer or employee is not entitled to indemnification under applicable Law or pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim applicable indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief agreement or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedorganizational document.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and shall cause the Surviving Corporation will to indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or each Company Subsidiary (collectively, the “Covered Persons”) to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers of the Company employees and made available to Parent prior to (collectively, the date of this Agreement“Existing Indemnification Agreements”), in each case case, to the fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time. Without limiting the foregoing, whether asserted or claimed prior to, at or after Parent shall cause the Effective Time (including Surviving Corporation to indemnify and hold harmless the Covered Persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the Merger)transactions contemplated hereby. Parent and shall cause the Surviving Corporation will to advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) 5.8 in accordance with the procedures (if any) set forth in the Company Bylaws Charter, the Company Bylaws, the certificate of incorporation and indemnification agreements in existence on bylaws, or equivalent organizational documents, of any Company Subsidiary, and any Existing Indemnification Agreements; provided, that the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of applicable Covered Person provides an undertaking by or on behalf of such person to repay such expenses advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that such person Covered Person is not entitled to indemnification pursuant to under this Section 5.10(a)5.8 or otherwise. In Notwithstanding anything herein to the event of contrary, if any Proceeding pursuant (whether arising before, at or after the Effective Time) is made against such persons with respect to which any person may claim matters subject to indemnification pursuant hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10, (i) 5.8 shall continue in effect until the Surviving Corporation may control the defense final disposition of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will and the Parent shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary (collectively, the “Covered Persons”) to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of the Company and made available to Parent prior to the date hereof to the Parent with any directors, officers and employees of this Agreement, in each case the Company or any Company Subsidiary (“Provided Indemnification Agreements”) arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time. Without limiting the foregoing, whether asserted or claimed prior the Parent further agrees, and the Parent will cause the Surviving Corporation to, at or after indemnify and hold harmless the Effective Time (including directors and officers of the Company to the fullest extent permitted by Law for acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the Merger)transactions contemplated hereby. Parent The Surviving Corporation and the Surviving Corporation will Parent shall advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a5.9(a) in accordance with the procedures set forth in the Company Bylaws Charter, the Company Bylaws, the certificate of incorporation and indemnification agreements in existence on bylaws, or equivalent organizational documents, of any Company Subsidiary, and Provided Indemnification Agreements, if any; provided, however, that the date of this Agreement and made available Covered Person to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person whom expenses are advanced shall undertake to repay such advanced expenses to the Parent and the Surviving Corporation, if it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that such person Covered Person is not entitled to indemnification pursuant to this Section 5.10(a5.9(a). In Notwithstanding anything herein to the event 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 any Proceeding pursuant to which any person may claim indemnification pursuant to the Effective Time, the provisions of this Section 5.105.9(a) shall continue in effect until the final disposition of such claim, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief action, suit, proceeding or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period of Until six (6) years from and after the Effective Time, Parent the certificate of incorporation and bylaws of the Surviving Corporation as in effect immediately after the Effective Time will indemnify not be amended to reduce or limit the rights of indemnity afforded to the present and hold harmless all past and present former directors and officers of the Company thereunder, to reduce or limit the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers ability of the Company to indemnify such Persons, or to hinder, delay or make more difficult the exercise of such rights of indemnity or the ability to indemnify. The Surviving Corporation will at all times exercise the powers granted to it by its certificate of incorporation, its bylaws and made available applicable Law to Parent prior indemnify to the date of this Agreementfullest extent possible the present and former directors, in each case arising out of acts or omissions in their capacity as directors or officers officers, employees and agents of the Company occurring or alleged to have occurred at or against claims made against them arising from their service in such capacities prior to the Effective Time. (b) If any claim or claims shall, whether asserted subsequent to the Effective Time and within six (6) years thereafter, be made against any present or claimed former director, officer, employee or agent of the Company based on or arising out of the services of such Person prior toto the Effective Time in the capacity of such Person as a director, at officer, employee or agent of the Company, the provisions of Subsection 7.8(a) hereof respecting the certificate of incorporation and bylaws of the Surviving Corporation will continue in effect until the final disposition of all such claims. (c) The Acquiror hereby agrees after the Effective Time to guarantee the payment of the Surviving Corporation's indemnification obligations described in Subsection 7.8(a) hereof. (including acts d) Notwithstanding subsection (a), (b) or omissions occurring in connection with the approval (c) of this Agreement and Section 7.8, the consummation of the Merger). Parent Acquiror and the Surviving Corporation will advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers be released from the obligations imposed by such subsection if the Acquiror will assume the obligations of the Company incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control thereunder by operation of Law or otherwise. Notwithstanding anything to the defense of any such Proceeding (other than contrary in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle7.8, compromise, or consent to neither the entry of any judgment in any such Proceeding without the prior written consent of Acquiror nor the Surviving CorporationCorporation will be liable for any settlement effected without its written consent, such consent which will not to be unreasonably withheld, conditioned withheld or delayed.

Indemnification of Directors and Officers. (a) For a period of six years from From and after the Effective Time, Parent and shall cause the Surviving Corporation will indemnify to fulfill and hold harmless honor in all past and present directors and officers respects the obligations, to the extent legally permissible, of the Company to its directors and officers pursuant to the same extent such Persons are required to be indemnified indemnification provisions under the Company's articles of incorporation or by-laws as of in effect on the date hereof. Parent shall use commercially reasonable efforts to cause the Surviving Corporation to maintain in effect for six (6) years from the Effective Time the current policies of this Agreement directors' and officers' liability insurance (the "D&O Policy") maintained by the Company pursuant (provided that Surviving Corporation may substitute in place thereof policies reasonably satisfactory to applicable Lawit of at least the same coverage containing terms and conditions which are not materially less advantageous to the individuals covered by the D&O Policy); provided, that in no event shall the Surviving Corporation be required to pay premiums for such insurance in excess of one hundred seventy-five percent (175%) of premiums currently paid by the Company (the "Maximum Amount") and if current insurance coverage cannot be maintained or obtained for the Maximum Amount, the Company CharterSurviving Corporation shall obtain as much directors' and officers' liability insurance as can be obtained by paying an annual premium not in excess of the Maximum Amount. Nothing in this Section 6.8 shall obligate Parent or the Surviving Corporation to make any payments, other than for premiums not to exceed the Company Bylaws and Maximum Amount, in respect of the D&O Policy. If at any time the Surviving Corporation or Parent is required to make indemnification agreements in existence on the date of this Agreement with any directors and payments to persons who were directors, officers or employees of the Company and made available to Parent prior to the date of this Agreement, in each case arising out of acts or omissions in their capacity as directors or officers of the Company occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and the Surviving Corporation will advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with 6.8, then Parent shall have the procedures set forth in right to make a claim for indemnification therefor pursuant to Section 9.2 hereof, provided the indemnifiable claim against the former Company Bylaws and indemnification agreements in existence on the date director, officer or employee is of this Agreement and made available to Parent prior to the date of this Agreement, a type that is subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification coverage pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayed9.2.

Indemnification of Directors and Officers. (a) For a period of six years from At and after the Effective Time, Parent and the Surviving Corporation will Company shall, jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless all past each of the Company’s and its Subsidiaries’ respective present or former directors and officers of the Company to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law(each an “Indemnified Person,” and collectively, the Company Charter“Indemnified Persons”) against all costs and expenses (including reasonable legal fees and expenses), the Company Bylaws judgments, fines, losses, claims, damages, liabilities and indemnification agreements settlement amounts paid in existence on the date of this Agreement connection with any directors and officers of pending or threatened Proceeding (whether arising before or after the Company and made available to Parent prior to the date of this AgreementEffective Time), in each case whether civil, criminal, administrative or investigative, arising out of acts or omissions relating to any action or omission in their capacity as directors an officer, director, employee, fiduciary or officers agent of the Company occurring or alleged any of its Subsidiaries or other Affiliates, to have the extent that such action or omission occurred at on or prior to before the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of relating to this Agreement and the consummation of Transactions. To the Merger). fullest extent permitted by Law, Parent and the Surviving Corporation will advance as incurred Company shall, jointly and severally, pay all expenses (including reasonable legal fees and expenses) to all past and present directors and officers of each Indemnified Person in advance of the Company incurred in the defense final disposition of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreementsuch Proceeding, subject to receipt from the Surviving Company’s receipt Indemnified Person to whom such expenses are advanced of an undertaking undertaking, to the extent required by or on behalf of such person the DGCL, to repay such expenses advances if it is ultimately determined in accordance with applicable Law that such person Indemnified Person is not entitled to indemnification pursuant to this Section 5.10(a)indemnification. In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10such Proceeding, (i) Parent or the Surviving Corporation may control Company shall pay the defense reasonable fees and expenses of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and counsel selected by the Indemnified Parties promptly after statements therefor are received, (ii) no Person who may claim indemnification pursuant to this Section 5.10 may neither Parent nor the Surviving Company shall settle, compromise, compromise or consent to the entry of any judgment in any pending or threatened Proceeding to which an Indemnified Person is a party (and in respect of which indemnification could be sought by such Indemnified Person hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding without the prior written consent of or such Indemnified Person otherwise consents or relates only to monetary damages for which the Surviving CorporationCorporation is entirely responsible, and (iii) Parent and the Surviving Company shall (x) reasonably cooperate with the Indemnified Person in the defense of any such consent not matter and (y) without limitation to any rights of an Indemnified Person pursuant to any Indemnification Contract, have the right to control the defense of any such matter (it being understood that, by electing to control the defense thereof, the Surviving Cooperation will be unreasonably withhelddeemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto). The rights of each Indemnified Person under this Section 4.8 shall be in addition to any rights such Person may have under the Company Certificate, conditioned or delayedthe Company Bylaws, and indemnification agreements in existence on the Agreement Date and the comparable documents of its Subsidiaries (collectively, the “D&O Indemnification Agreements”).

Indemnification of Directors and Officers. (a) For a period of beginning at the Effective Time and ending six (6) years from and after the Effective Time, Parent and the Surviving Corporation will and the Parent shall (i) indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary (collectively, the “Covered Persons”) to the same extent such Covered Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, as applicable, and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company and made available to Parent prior to the date of this Agreement, in each case or any Company Subsidiary arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement or the transactions contemplated by this Agreement, and the consummation of the Merger). Parent and the Surviving Corporation will (ii) advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a5.8(a) in accordance with the procedures set forth in the Company Bylaws Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, as applicable, and indemnification agreements agreements, if any, in existence on the date of this Agreement and made available Agreement; provided, however, that the Covered Person to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person whom expenses are advanced shall undertake to repay such advanced expenses to the Parent and the Surviving Corporation, if it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that such person Covered Person is not entitled to indemnification pursuant to this Section 5.10(a5.8(a). In Notwithstanding anything herein to the event contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such Covered Person with respect to matters subject to indemnification hereunder on or prior to the sixth anniversary of any Proceeding pursuant to which any person may claim indemnification pursuant to the Effective Time, the provisions of this Section 5.105.8(a) shall continue in effect until the final disposition of such claim, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief action, suit, proceeding or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period of six years from From and after the Effective Time, Parent and the Surviving Corporation will indemnify indemnify, defend and hold harmless all past the present and present former officers and directors and officers of the Company to the same extent (when acting in such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Lawcapacity) (each, an “Indemnified Party” and together, the Company Charter“Indemnified Parties”) against all losses, the Company Bylaws and indemnification agreements costs, expenses, claims, damages, judgments or liabilities incurred in existence connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the date of this Agreement with any directors and officers fact that the Indemnified Party is or was an officer or director of the Company and made available pertaining to Parent prior to the date of this Agreement, in each case arising out of acts any matter existing or omissions in their capacity as directors occurring before or officers of the Company occurring or alleged to have occurred at or prior to the Effective Time, Time and whether asserted or claimed prior tobefore, at or after after, the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and the Surviving Corporation will advance as incurred expenses (including reasonable legal fees and expenses“Indemnified Liabilities”) to all past the fullest extent permitted under the DGCL; provided, however, that such indemnification will be provided only to the extent any directors’ and present directors and officers officers’ liability insurance policy of the Company incurred in the defense of any Proceedings or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder. 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 Indemnified Parties as provided in the Company’s certificate of incorporation or the Company’s by-laws on the date hereof or pursuant to this Section 5.10(a) other agreements, or certificates of incorporation or bylaws or similar documents of any Subsidiaries of the Company, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, will survive the Merger and will continue in full force and effect in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedtheir terms.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective TimeClosing Date, Parent Buyer and the Surviving Corporation will Purchased Entities shall, and shall cause their Subsidiaries to, indemnify and hold harmless all past and present directors directors, officers and officers employees of Xxxxx Xxxxxxxx Office Products Company (“ADOPC”), the Company Purchased Entities and their Subsidiaries to the same extent such Persons persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CharterOrganizational Documents of any of Parent, ADOPC, the Company Bylaws Purchased Entities and/or their Subsidiaries, and indemnification agreements or arrangements in existence on the date of this Agreement with any directors current or former directors, officers and officers employees of ADOPC, the Company and made available to Parent prior to the date of this AgreementPurchased Entities or their Subsidiaries, in each case arising out of acts or omissions in their capacity as directors directors, officers or officers employees of ADOPC, the Company Purchased Entities or any of their Subsidiaries occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement Closing. Buyer and the consummation of the Merger). Parent and the Surviving Corporation will Purchased Entities shall advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a9.6(a) in accordance with the procedures set forth in the Company Bylaws Organizational Documents of any of Parent, ADOPC, the Purchased Entities and/or their Subsidiaries and the indemnification agreements or arrangements in existence on the date of this Agreement and made available Agreement; provided, however, that the current or former director, officer or employee to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person whom expenses are advanced undertakes to repay such advanced expenses to Buyer or the Purchased Entities if it is ultimately determined that such person current or former director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a9.6(a). In Notwithstanding anything herein to the event contrary, if any claim, action, suit, proceeding or investigation is made against such persons with respect to matters subject to indemnification hereunder on or prior to the sixth (6th) anniversary of any Proceeding pursuant to which any person may claim indemnification pursuant to the Closing Date, the provisions of this Section 5.109.6(a) shall continue in effect until the final disposition of such claim, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief action, suit, proceeding or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company CharterCertificate, the Company Bylaws By-laws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers, and officers employees of the Company and made available to Parent prior to the date of this Agreementor any Company Subsidiary, in each case arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time; provided, whether asserted or claimed prior tohowever, at or after that the Effective Time (including Surviving Corporation shall indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval approval, adoption, execution and performance of this Agreement and the consummation of the Merger)transactions contemplated hereby. Parent and the The Surviving Corporation will shall advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws Certificate, the Company By-laws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement and made available filed as an exhibit to Parent prior a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf advancement of such person expenses is authorized under the Company Certificate, the Company By- laws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such person director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a). In Notwithstanding anything herein to the event 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 (6th) anniversary of any Proceeding pursuant to which any person may claim indemnification pursuant to the Effective Time, the provisions of this Section 5.105.10(a) shall continue in effect until the final disposition of such claim, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief action, suit, proceeding or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will and Parent shall indemnify and hold harmless all past and present directors and officers of the Company or each Company Subsidiary (collectively, the “Covered Persons”) to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers set forth in Section 3.13 of the Company and made available to Parent prior to Disclosure Letter (collectively, the date of this Agreement, in each case “Existing Indemnification Agreements”) arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the Mergertransactions contemplated hereby). Parent and the The Surviving Corporation will and Parent shall advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) 5.8 in accordance with the procedures (if any) set forth in the Company Bylaws Charter, the Company Bylaws, the certificate of incorporation and indemnification agreements in existence on bylaws, or equivalent organizational documents, of any Company Subsidiary, and any Existing Indemnification Agreements; provided, that the date of this Agreement and made available Person to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of whom expenses are advanced provides an undertaking by or on behalf of such person to repay such expenses advances if it is ultimately determined in a final, non-appealable judgment by a court of competent jurisdiction that such person Person is not entitled to indemnification pursuant and complies with other applicable provisions imposed under applicable Law. Notwithstanding anything herein to the contrary, if any Proceeding (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 (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a)5.8 shall continue in effect until the final disposition of such Proceeding or investigation. In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to Notwithstanding anything contained in this Section 5.105.8 or otherwise, (i) neither Parent nor the Surviving Corporation may control the defense of shall have any such Proceeding (other than obligation hereunder to any Covered Person if it is ultimately decided in respect of any Proceeding that seeks a final, non-monetary relief appealable judgment by a court of competent jurisdiction that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Parent or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, Corporation the amount of all such consent not to be unreasonably withheld, conditioned or delayedexpenses theretofore advanced pursuant hereto.

Indemnification of Directors and Officers. (a) For The Charter Documents of the Company Group shall contain provisions no less favorable with respect to the limitation or elimination of Liability and indemnification than are set forth in the Charter Documents of the Company Group as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from and after the Effective TimeClosing in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing were directors, Parent officers, agents or employees of the Company Group or who were otherwise entitled to indemnification pursuant to the Charter Documents of the Company Group; provided, however, that nothing shall prohibit any member of the Company Group from merging with another Person so long as the Charter Documents of the surviving entity contain such provisions that are not less favorable than those set forth in the Charter Documents of the Company Group as of the date of this Agreement. The Company Group has purchased a directors’ and the Surviving Corporation will indemnify and hold harmless all past and present officers’ Liability, including for directors and officers of the Company Group, insurance tail policy for six (6) years from the Closing Date with respect to matters existing or occurring at or prior to the same extent such Persons are required to be indemnified as of Closing Date (including the date of this Agreement by Closing Transactions). From and after the Company pursuant to applicable LawClosing Date, the Company CharterBuyer Parties will indemnify, the Company Bylaws hold harmless and indemnification agreements in existence on the date of this Agreement with any directors and officers defend each individual who served as a director or officer of the Company and made available to Parent Group at any time prior to the date Closing Date, to the extent such individual is entitled to indemnification under the Charter Documents of this Agreementthe member of the Company Group for which such individual was a director or officer, in each case from and against all Proceedings, hearings and claims, including all court costs and reasonable attorneys’ fees and expenses, resulting from or arising out of acts or omissions (or alleged acts or omissions) by them in their capacity capacities as directors such, which acts or officers of the Company occurring or alleged to have omissions occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval Closing. The provisions of this Agreement Section 9.6 are (i) intended to be for the benefit of, and the consummation of the Merger). Parent and the Surviving Corporation will advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreementshall be enforceable by, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses if it is ultimately determined that such person is not each Person entitled to indemnification pursuant to under this Section 5.10(a). In the event 9.6, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) 9.6 and (ii) no Person who may claim in addition to, and not in substitution for, any other rights to indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in that any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned Person may have by Contract or delayedotherwise.

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will indemnify shall, and Parent shall cause the Surviving Corporation to, assume, honor and fulfill in all respects the obligations of the Company and its Subsidiaries to indemnify, hold harmless and advance the costs, fees and expenses of all past and present directors and officers of the Company or each Company Subsidiary (collectively, the “Covered Persons”) under and to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to applicable Law(i) indemnification, expense advancement and exculpation provisions in the Company Charter, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and (ii) any indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of the Company Covered Person and made available to Parent prior to (collectively, the date of this Agreement“Existing Indemnification Agreements”), in each case case, to the fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors or officers of the Company or such Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and shall cause the Surviving Corporation will to advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) 6.8 in accordance with the procedures (if any) set forth in the Company Bylaws Charter, the Company Bylaws, the certificate of incorporation and indemnification agreements in existence on bylaws, or equivalent organizational documents, of any Company Subsidiary, and any Existing Indemnification Agreements, as applicable; provided, that the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of applicable Covered Person provides an undertaking by or on behalf of such person to repay such expenses advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that such person Covered Person is not entitled to indemnification pursuant to under this Section 5.10(a)6.8 or otherwise. In Notwithstanding anything herein to the event of contrary, if any Proceeding pursuant (whether arising before, at or after the Effective Time) is made against such persons with respect to which any person may claim indemnification pursuant matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10, (i) 6.8 shall continue in effect until the Surviving Corporation may control the defense final disposition of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, the Parent Entities and the Surviving Corporation will shall jointly and severally indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to applicable Law, the Company CharterCertificate, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and any indemnification agreements in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company and made available to Parent prior to the date of this Agreementor any Company Subsidiary, in each case arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time; provided, whether asserted or claimed prior however, that the Parent Entities agree to, at or after and will cause the Effective Time (including Surviving Corporation to, indemnify and hold harmless such Persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger)transactions contemplated hereby. The Parent Entities and the Surviving Corporation will shall advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a5.14(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement and made available Agreement; provided, however, that the director, officer or employee to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person whom expenses are advanced undertakes to repay such advanced expenses to the Parent Entities and the Surviving Corporation if it is ultimately determined that such person director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a5.14(a). In Notwithstanding anything herein to the event 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 (6th) anniversary of any Proceeding pursuant to which any person may claim indemnification pursuant to the Effective Time, the provisions of this Section 5.105.14(a) shall continue in effect until the final disposition of such claim, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief action, suit, proceeding or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will and each Company Subsidiary, as applicable, shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company and the Company Subsidiaries (collectively, the “Indemnified Persons”) to the same extent such Persons individuals are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CharterCertificate, the Company Bylaws Bylaws, the corresponding organizational documents of the Company Subsidiaries and indemnification agreements agreements, in each case as in existence on the date of this Agreement with any directors and officers listed in Section 3.13(a)(xxix) of the Company and made available to Parent prior to Disclosure Schedule (collectively, the date of this Agreement“D&O Indemnification Agreements”), in each case arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company and such Company Subsidiaries occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time . The Surviving Corporation shall (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and shall cause the Surviving Corporation will to) advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings Actions with respect to the matters subject to indemnification pursuant to this Section 5.10(a5.08(a) in accordance with the procedures set forth in the Company Bylaws Certificate, the Company Bylaws, and the corresponding organizational documents of the Company Subsidiaries and indemnification agreements agreements, in each case in existence on the date of this Agreement and made available Agreement; provided, however, that the individual to Parent prior whom expenses are advanced undertakes, to the date of this Agreementextent required by the DGCL or by the applicable indemnification agreement or organizational document, subject to repay such advanced expenses to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses Corporation if it is ultimately determined that such person director, officer or employee is not entitled to indemnification under applicable Law or pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim applicable indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief agreement or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedorganizational document.

Indemnification of Directors and Officers. (a) For a period of six years from From and after the Effective TimeClosing Date, Parent Purchaser shall, and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers shall cause each member of the Company Group to, indemnify, defend and hold harmless, to the same fullest extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to permitted under applicable Law, the Company Charterindividuals who on or prior to the Closing Date were directors, the Company Bylaws and indemnification agreements in existence on the date managers, partners, members, officers or employees of this Agreement with any directors and officers member of the Company and made available Group (collectively, the “Indemnitees”) as provided in any member of the Company Group’s Organizational Documents or any indemnification Contract of any member of the Company Group set forth on Section 6.2 of the Company Disclosure Schedule with respect to Parent all acts or omissions by them in their capacities as such or taken at the request of any member of the Company Group at any time on or prior to the date Closing Date to the extent set forth in any member of the Company Group’s Organizational Documents and any indemnification Contract of any member of Company Group set forth on Section 6.2 of the Company Disclosure Schedule. From and after the Closing Date, Purchaser shall, and shall cause each member of the Company Group, to the fullest extent permitted by applicable Law to, advance any costs or expenses (including advancing attorneys’ fees and expenses) incurred by any Indemnitee prior to the final disposition of any claim, suit, proceeding or investigation; provided that such advance shall be conditioned upon the receipt of a customary undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined by final judgment of a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified pursuant to this Agreement, in each case arising out Section 6.2. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in their capacity as directors or officers the respective Organizational Documents of each member of the Company occurring or alleged to have occurred at or Group effective immediately prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval and any indemnification Contract of this Agreement and the consummation of the Merger). Parent and the Surviving Corporation will advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers any member of the Company incurred Group shall survive the Closing Date and shall continue in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.10(a) full force and effect in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by their terms. Such rights shall not be amended or on behalf of such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment otherwise modified in any such Proceeding without manner that would adversely affect the prior written consent rights of the Surviving CorporationIndemnitees, unless such consent not to be unreasonably withheld, conditioned or delayed.modification is required by applicable Law. 69

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Charter, the Company Bylaws By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers, and officers employees of the Company and made available to Parent prior to the date of this Agreementor any Company Subsidiary, in each case arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring or alleged to have occurred at or prior to the Effective Time; provided, whether asserted or claimed prior tohowever, at or after that the Effective Time (including Surviving Corporation shall indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval approval, adoption, execution and performance of this Agreement and the consummation of the Merger)transactions contemplated hereby. Parent and the The Surviving Corporation will shall advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement and made available filed as an exhibit to Parent prior a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf advancement of such person expenses is authorized under the Company Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such person director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a). In Notwithstanding anything herein to the event 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 (6th) anniversary of any Proceeding pursuant to which any person may claim indemnification pursuant to the Effective Time, the provisions of this Section 5.105.10(a) shall continue in effect until the final disposition of such claim, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief action, suit, proceeding or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayedinvestigation.