Common use of Indemnification of Managers and Officers Clause in Contracts

Indemnification of Managers and Officers. (a) The certificate of formation and limited liability company agreement of the Surviving Company shall, with respect to indemnification of managers, officers, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Company Charter or the Company Bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement). (b) From and after the Effective Time, Parent and the Surviving Company shall, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless the present and former directors, officers, employees, agents and fiduciaries of the Company or any of its Subsidiaries in their capacities as such (each, an “Indemnified Party”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim based in whole or in part on or arising in whole or in part out of the fact that such Indemnified Party is or was a director, officer, employee, agent or fiduciary of the Company, any Subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such Indemnified Party was serving at the request of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement) or taken at the request of Parent or otherwise under this Agreement; provided, however, that neither Parent nor the Surviving Company shall have any obligation to provide such indemnification to the extent a court of competent jurisdiction reaches a final determination, not subject to appeal, that such indemnification is prohibited under applicable Law. (c) Parent shall cause the individuals serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time and any other Person who is covered by the Company’s current directors’ and officers’ liability insurance policy to be covered with respect to acts or omissions occurring prior to the Effective Time for a period of six (6) years from the Effective Time by (i) the directors’ and officers’ liability insurance policy maintained by the Company (provided, that Parent may substitute therefor policies, issued by reputable insurers, with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company) or (ii) a single premium tail coverage with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company; provided, however, that in no event shall Parent be required to expend annually in the aggregate an amount pursuant to this Section 6.8(c) in excess of 250% of the annual premiums currently paid by the Company for such insurance (the “Insurance Amount”); and provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Insurance Amount, Parent will obtain the maximum amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to the Insurance Amount. (d) In the event Parent or any of its successors or assigns or the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as applicable, assume the obligations set forth in this Section. (e) Parent shall pay all expenses, including attorney’s and expert’s fees and expenses, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.8 (provided that such Indemnified Party prevails). (f) Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party, Parent and the Surviving Company, retained at Parent’s and the Surviving Company’s expense. (g) The provisions of this Section 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification of Managers and Officers. (a) The certificate of formation Company shall indemnify and limited liability company agreement of the Surviving Company shall, with respect to indemnification of managers, officers, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Company Charter or the Company Bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement). (b) From and after the Effective Time, Parent and the Surviving Company shallhold harmless, to the fullest extent permitted by applicable Applicable Law, indemnifyany Person who was or is a party or is threatened to be made a party to any threatened, defend pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and hold harmless the present and former directors, officers, employees, agents and fiduciaries whether brought by or on behalf of the Company by reason of the fact that such person is or any was a Member, Manager or an Officer of its Subsidiaries in their capacities as such the Company (each, an “Indemnified PartyIndemnitee”) ), against all lossesreasonable and documented expenses (including attorneys’ fees), claimsjudgments, damages, costs, expenses, liabilities or judgments or fines and amounts that are paid in settlement of or actually and reasonably incurred by him in connection with such action, suit or proceeding; provided, however, no Indemnitee shall be entitled to indemnification under this Section 7.04(a) if his, her or its actions were in bad faith, were not done with the reasonable belief that such actions were in the best interests of the Company or were a criminal act. (b) The Company shall pay or reimburse reasonable and documented expenses (including reasonable attorneys’ fees) incurred by an Indemnitee in defending a civil, criminal, administrative or investigative action, suit or proceeding brought by a party (other than a direct action by the Company) against the Indemnitee in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by the Company as authorized in this Section 7.04. (c) Notwithstanding any claim based other provision of this Section 7.04, the Company shall pay or reimburse reasonable and documented expenses (including reasonable attorneys’ fees) incurred by an Indemnitee in whole connection with such Indemnitee’s appearance as a witness or other participant on behalf of the Company in part on a proceeding involving or arising affecting the Company at a time when the Indemnitee is not a named defendant or respondent in whole the proceeding. (d) The right of indemnification and reimbursement provided in this Section 7.04 shall be in addition to any rights to which an Indemnitee may otherwise be entitled and shall inure to the benefit of the executors, administrators, personal representatives, successors or assigns of each Indemnitee. (e) The rights to indemnification and reimbursement provided for in part this Section 7.04 may be satisfied only out of the fact that such Indemnified Party is or was a director, officer, employee, agent or fiduciary of the Company, any Subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such Indemnified Party was serving at the request assets of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation none of the Merger and the other transactions contemplated by this Agreement) Members shall be personally liable for any claim for indemnification or taken at the request of Parent or otherwise reimbursement under this Agreement; provided, however, that neither Parent nor the Surviving Company shall have any obligation to provide such indemnification to the extent a court of competent jurisdiction reaches a final determination, not subject to appeal, that such indemnification is prohibited under applicable LawSection 7.04. (c) Parent shall cause the individuals serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time and any other Person who is covered by the Company’s current directors’ and officers’ liability insurance policy to be covered with respect to acts or omissions occurring prior to the Effective Time for a period of six (6) years from the Effective Time by (i) the directors’ and officers’ liability insurance policy maintained by the Company (provided, that Parent may substitute therefor policies, issued by reputable insurers, with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company) or (ii) a single premium tail coverage with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company; provided, however, that in no event shall Parent be required to expend annually in the aggregate an amount pursuant to this Section 6.8(c) in excess of 250% of the annual premiums currently paid by the Company for such insurance (the “Insurance Amount”); and provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Insurance Amount, Parent will obtain the maximum amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to the Insurance Amount. (d) In the event Parent or any of its successors or assigns or the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as applicable, assume the obligations set forth in this Section. (e) Parent shall pay all expenses, including attorney’s and expert’s fees and expenses, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.8 (provided that such Indemnified Party prevails). (f) Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party, Parent and the Surviving Company, retained at Parent’s and the Surviving Company’s expense. (g) The provisions of this Section 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification of Managers and Officers. (a) The certificate of formation and limited liability company agreement Except for claims as to which such Manager or officer has expressly agreed in writing to provide indemnity or has otherwise guaranteed any obligation of the Surviving Company shall, with respect to indemnification of managers, officers, employees and agents, not be amended, repealed LLC or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder subsidiary of the Persons who at any time prior to LLC, the Effective Time were identified as prospective indemnitees under the Company Charter or the Company Bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement). (b) From and after the Effective Time, Parent and the Surviving Company shallLLC shall indemnify, to the fullest extent permitted by applicable Lawthe Act as the same exists or may hereafter be amended (but, indemnifyin the case of any such amendment, defend and hold harmless only to the present and former directorsextent that such amendment permits the LLC to provide broader indemnification rights than said law permitted the LLC to provide prior to such amendment) any person who was or is a party or is threatened to be made a party to any threatened, officerspending or completed action, employeessuit or proceeding, agents and fiduciaries whether civil, criminal, administrative or investigative (whether or not brought by or in the right of the Company or any of its Subsidiaries in their capacities as such (each, an “Indemnified Party”LLC) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim based in whole or in part on or arising in whole or in part out by reason of the fact that such Indemnified Party he or she is or was a director, officer, employee, agent Manager or fiduciary officer of the Company, any Subsidiary of the CompanyLLC, or of any other corporation, partnership, joint venture, trust, employee benefit plan is or other enterprise in which such Indemnified Party was serving at the request of the CompanyLLC as a director, and pertaining to any matter existing manager or occurringofficer of another corporation, partnership, limited liability company, joint venture, trust or any acts or omissions occurringother enterprise, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time against expenses (including mattersattorneys’ fees), acts judgments, fines and amounts paid in settlement actually and reasonably incurred by him or omissions occurring her in connection with such suit, action or proceeding if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the approval of this Agreement and the consummation best interests of the Merger and the other transactions contemplated by this Agreement) or taken at the request of Parent or otherwise under this Agreement; providedLLC, howeverand, that neither Parent nor the Surviving Company shall have any obligation to provide such indemnification to the extent a court of competent jurisdiction reaches a final determination, not subject to appeal, that such indemnification is prohibited under applicable Law. (c) Parent shall cause the individuals serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time and any other Person who is covered by the Company’s current directors’ and officers’ liability insurance policy to be covered with respect to acts any criminal action or omissions occurring prior proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the Effective Time for a period of six (6) years from the Effective Time by (i) the directors’ and officers’ liability insurance policy maintained by the Company (provided, that Parent may substitute therefor policies, issued by reputable insurers, with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) best interests of the Company) or (ii) a single premium tail coverage LLC and, with respect to such directors’ and officers’ liability insurance with policy limitsany criminal action or proceeding, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company; provided, however, had reasonable cause to believe that in no event shall Parent be required to expend annually in the aggregate an amount pursuant to this Section 6.8(c) in excess of 250% of the annual premiums currently paid by the Company for such insurance (the “Insurance Amount”); and provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Insurance Amount, Parent will obtain the maximum amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to the Insurance Amount. (d) In the event Parent or any of its successors or assigns or the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as applicable, assume the obligations set forth in this Section. (e) Parent shall pay all expenses, including attorney’s and expert’s fees and expenses, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.8 (provided that such Indemnified Party prevails). (f) Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party, Parent and the Surviving Company, retained at Parent’s and the Surviving Company’s expense. (g) The provisions of this Section 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs conduct was unlawful. Notwithstanding the foregoing, the LLC shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding initiated by such person only if the initiation and representativescontinued prosecution of such action, suit or proceeding was authorized by the Board.

Indemnification of Managers and Officers. (a) The certificate of formation and limited liability company agreement of the Surviving Company shall, with respect to indemnification of managers, officers, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Company Charter or the Company Bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement). (b) From and after the Effective Time, Parent and the Surviving Company shall, to the fullest extent permitted by applicable Lawlegally permissible, indemnify, defend and hold harmless the present and former directors, officers, employees, agents and fiduciaries of the Company or any indemnify each of its Subsidiaries in their capacities Managers and Officers (including persons who serve at its request as such (eachdirections, an “Indemnified Party”managers, officers or trustees of another organization) against all losses, claims, damages, costs, liabilities and expenses, liabilities or judgments or including amounts that are paid in settlement satisfaction of judgments, in compromise or in connection with any claim based in whole or in part on or arising in whole or in part out of the fact that such Indemnified Party is or was a director, officer, employee, agent or fiduciary of the Company, any Subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such Indemnified Party was serving at the request of the Companyas fines and penalties, and pertaining to any matter existing or occurringcounsel fees, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring reasonably incurred by him in connection with the approval defense or disposition of this Agreement and the consummation any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of the Merger and the other transactions contemplated by this Agreement) his being or taken at the request of Parent having been such a director, manager, officer or otherwise under this Agreement; providedtrustee, however, that neither Parent nor the Surviving Company shall have any obligation to provide such indemnification to the extent a court of competent jurisdiction reaches a final determination, not subject to appeal, that such indemnification is prohibited under applicable Law. (c) Parent shall cause the individuals serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time and any other Person who is covered by the Company’s current directors’ and officers’ liability insurance policy to be covered except with respect to acts or omissions occurring prior any matter as to the Effective Time for a period of six (6) years from the Effective Time by (i) the directors’ and officers’ liability insurance policy maintained by the Company (provided, that Parent may substitute therefor policies, issued by reputable insurers, with policy limits, terms and conditions at least as favorable as the limits, terms and conditions which he shall have been adjudicated in any proceeding not to have acted in good faith in the existing policy(ies) of the Company) or (ii) a single premium tail coverage with respect to such directors’ reasonable belief that this action was not unlawful and officers’ liability insurance with policy limits, terms and conditions at least as favorable as the limits, terms and conditions was in the existing policy(ies) best interests of the Company; provided, however, that in as to any matter disposed of by a compromise payment by such Manager or Officer, pursuant to a consent decree or otherwise, no event indemnification either for said payment or for any other expenses shall Parent be required to expend annually provided unless such compromise shall be approved as in the aggregate an amount pursuant to this Section 6.8(c) in excess of 250% best interests of the annual premiums currently Company, after notice that it involves such indemnification: (a) by a majority of the disinterested Managers then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Manager or Officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Company; or, if there are fewer than three disinterested Managers, then (b) by the Member. Expenses, including counsel fees, reasonably incurred by any Manager or officer in connection with the defense or disposition of any such action, suit or other proceeding shall be paid from time to time by the Company in advance of the final disposition thereof upon receipt of an undertaking by such Manager or Officer to repay the amounts so paid to the Company if it is ultimately determined that indemnification for such insurance (the “Insurance Amount”); and provided, further, that if such insurance coverage canexpenses is not be obtained at all, or can only be obtained at an annual premium in excess of the Insurance Amount, Parent will obtain the maximum amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to the Insurance Amount. (d) authorized under this section. In the event Parent that indemnification is to be provided hereunder for any liability or expense relating to a proceeding in which a Manager or Officer of this Company may be involved or with which he may be threatened by reason of his serving or having served at this Company’s request as a director, manager, officer or trustee of another organization, the amount of any indemnification otherwise to be provided hereunder shall be reduced by the amount of any indemnification or any proceeds of its successors insurance available to such director, manager, officer or assigns trustee from or through the Surviving other organization where he served or was serving at this Company’s request as director, manager, officer or trustee, unless the Managers of this Company or any determine otherwise. The foregoing right of its successors or assigns (i) consolidates with or merges into any other Person and indemnification shall not be exclusive of any other rights so which any such Manager or Officer is entitled under any agreement, vote of the continuing Member, statute, or Surviving Company as a matter of law, or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties otherwise. As used in this section, the terms “director,” “manager,” “officer” and assets to any Person“trustee” include their respective heirs, thenexecutors and administrators, and an “interested” Manager or Officer is one against whom in each such case, proper provision shall be made so that capacity the successors and assigns of Parent proceedings in question or another proceeding on the Surviving Company, as applicable, assume the obligations set forth same or similar grounds in then pending. Nothing contained in this Section. (e) Parent section shall pay all expenses, including attorney’s effect any rights to indemnification in which Company personnel other than Managers and expert’s fees and expenses, that Officers may be incurred entitled by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.8 (provided that such Indemnified Party prevails). (f) Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party, Parent and the Surviving Company, retained at Parent’s and the Surviving Company’s expense. (g) contract or otherwise under law. The provisions of this Section 6.8 shall survive the Effective Time and section are intended to be for the benefit ofseparable, and if any provision or portion hereof shall for any reason be enforceable byheld inapplicable, each Indemnified Party and his illegal or her heirs and representativesineffective, this shall not affect any right of indemnification existing under this section.

Indemnification of Managers and Officers. (a) The certificate of formation and limited liability company agreement From the Closing through the sixth anniversary of the Surviving Closing Date, the Company shallshall indemnify and hold harmless each person who is now, with respect to indemnification of managers, officers, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who has been at any time prior to the Effective Time were identified as prospective indemnitees under the Company Charter date hereof, or the Company Bylaws in respect of actions or omissions occurring at or who becomes prior to the Effective Time Closing Date, a manager or officer of the Company or any predecessor thereof (“Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including the transactions contemplated by this Agreement). (b) From attorneys’ fees and after the Effective Timedisbursements, Parent and the Surviving Company shallincurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless fact that the present and former directors, officers, employees, agents and fiduciaries Company Indemnified Party is or was an officer or manager of the Company or any of its Subsidiaries in their capacities as such (each, an “Indemnified Party”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim based in whole or in part on or arising in whole or in part out of the fact that such Indemnified Party is or was a director, officer, employee, agent or fiduciary of the Company, any Subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such Indemnified Party was serving at the request of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Timepredecessor thereof, whether asserted or claimed prior to, or at or afterafter the Closing Date, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement) or taken at the request of Parent or otherwise under this Agreement; provided, however, that neither Parent nor the Surviving Company shall have any obligation to provide such indemnification to the fullest extent a court of competent jurisdiction reaches a final determination, not subject to appeal, that such indemnification is prohibited available under applicable Law. (c) Parent shall cause the individuals serving as Delaware General Corporation Law for officers and directors of Delaware corporations. Each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from the Company or any within five (5) Business Days of its Subsidiaries immediately prior receipt by the Company from the Company Indemnified Party of request therefor. (b) At the Closing, the Company shall obtain, and the Purchaser shall cause the Company to maintain, at no expense to the Effective Time and any other Person who is covered by beneficiaries, in effect for six (6) years from the Company’s current Closing Date directors’ and officers’ liability insurance policy to be covered policies with respect to acts matters existing or omissions occurring at or prior to the Effective Time for a period of six Closing Date (6including the Transaction) years from the Effective Time by (i) the directors’ with coverage in amount and officers’ liability insurance policy maintained by the Company (provided, that Parent may substitute therefor policies, issued by reputable insurers, with policy limits, terms and conditions scope at least as favorable to such beneficiaries as the limits, terms and conditions in the Company’s existing policy(ies) coverage. The cost of such insurance policies shall be paid at Closing as part of the Company) or (ii) a single premium tail coverage with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company; provided, however, that in no event shall Parent be required to expend annually in the aggregate an amount pursuant to this Section 6.8(c) in excess of 250% of the annual premiums currently paid by the Company for such insurance (the “Insurance Amount”); and provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Insurance Amount, Parent will obtain the maximum amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to the Insurance AmountTransaction Expenses. (dc) In the event Parent or any of its successors or assigns or the Surviving The Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as applicable, assume the obligations set forth in this Section. (e) Parent shall pay all expenses, including attorney’s and expert’s fees and expensesreasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for persons referred to in this Section 6.8 (7.5 in connection with their enforcement of their rights provided that such Indemnified Party prevails)in this Section 7.5. (f) Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party, Parent and the Surviving Company, retained at Parent’s and the Surviving Company’s expense. (gd) The provisions of this Section 6.8 shall survive the Effective Time and 7.5 are intended to be in addition to the rights otherwise available to the Company Indemnified Parties by law, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Company Indemnified Party and his or her Parties, their heirs and their representatives.

Indemnification of Managers and Officers. (ai) The certificate From and after the Effective Time, each of formation Parent and limited liability company agreement of the Surviving Company shallagrees that it shall indemnify and hold harmless each present and former manager, with respect to indemnification director and officer of managersthe Company or any of its Company Subsidiaries (in each case, officerswhen acting in such capacity), employees and agents, not be amended, repealed or otherwise modified after determined as of the Effective Time (the “Company Indemnified Persons”), against any Losses incurred in connection with any manner that would adversely affect the rights thereunder claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Company Charter matters existing or the Company Bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by claims arising out of this Agreement). (b) From and after the Effective Time, Parent and the Surviving Company shall, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless the present and former directors, officers, employees, agents and fiduciaries of the Company or any of its Subsidiaries in their capacities as such (each, an “Indemnified Party”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim based in whole or in part on or arising in whole or in part out of the fact that such Indemnified Party is or was a director, officer, employee, agent or fiduciary of the Company, any Subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such Indemnified Party was serving at the request of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, after the Effective Time (including mattersTime, acts to the fullest extent permitted under applicable Law or omissions occurring certificate of formation, limited liability company agreement, Charter Documents or any indemnification contracts disclosed to Parent, in connection with each case, as in effect on the approval date of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement) or taken at the request of Parent or otherwise under this Agreement; provided, however, provided that neither Parent nor the Surviving Company shall have any obligation Person to provide whom expenses are advanced provides an undertaking to repay such indemnification to the extent advances if it is ultimately determined by non-appealable order of a court of competent jurisdiction reaches a final determination, not subject to appeal, that such indemnification Person is prohibited under applicable Law. (c) Parent shall cause the individuals serving as officers and directors of the Company or any of its Subsidiaries immediately prior not entitled to the Effective Time and any other Person who is covered by the Company’s current directors’ and officers’ liability insurance policy to be covered with respect to acts or omissions occurring prior to the Effective Time for a period of six (6) years from the Effective Time by (i) the directors’ and officers’ liability insurance policy maintained by the Company (provided, that Parent may substitute therefor policies, issued by reputable insurers, with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company) or (ii) a single premium tail coverage with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company; provided, however, that in no event shall Parent be required to expend annually in the aggregate an amount pursuant to this Section 6.8(c) in excess of 250% of the annual premiums currently paid by the Company for such insurance (the “Insurance Amount”indemnification); and provided, further, that if such insurance coverage cannot any determination required to be obtained at allmade with respect to whether an officer’s, manager’s or can only director’s conduct complies with the standards set forth under Delaware law and the Company’s certificate of formation, limited liability company agreement or any indemnification contract disclosed to Parent, in each case, as in effect on the date of this Agreement shall be obtained at an annual premium in excess of made by independent counsel selected by the Insurance Amount, Parent will obtain the maximum amount of directors’ Surviving Company and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal reasonably acceptable to the Insurance AmountCompany Indemnified Person. (dii) In Any Company Indemnified Person wishing to claim indemnification under Section 5.9(a)(i), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the event failure to so notify shall not relieve Parent or any of its successors or assigns or the Surviving Company of any liability it may have to such Company Indemnified Person except to the extent such failure prejudices the indemnifying party. In the event of any such claim, action, suit, proceeding or any of its successors investigation (whether arising before or assigns after the Effective Time), (iA) consolidates with or merges into any other Person and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as applicable, Company shall have the right to assume the obligations set forth in this Section. (e) Parent shall pay all expenses, including attorney’s defense thereof and expert’s fees and expenses, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.8 (provided that such Indemnified Party prevails). (f) Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party, Parent and the Surviving CompanyCompany shall not be liable to such Company Indemnified Persons for any legal expenses of other counsel or any other expenses subsequently incurred by such Company Indemnified Persons in connection with the defense thereof, retained at except that if neither Parent nor the Surviving Company elects to assume such defense or counsel for the Company Indemnified Persons provides Parent with a written legal opinion stating that there are material issues that raise conflicts of interest between Parent or the Surviving Company and the Company Indemnified Persons such that one counsel cannot represent both parties, The Company Indemnified Persons may retain additional counsel reasonably satisfactory to Parent’s , and Parent or the Surviving Company shall pay all reasonable fees and expenses of such counsel for the Company Indemnified Persons promptly as statements therefor are received; provided, that Parent and the Surviving Company’s expense. (g) The provisions of Company shall be obligated pursuant to this Section 6.8 5.9(a)(ii) to pay for only one firm of counsel for all Company Indemnified Persons in any jurisdiction; (B) the Company Indemnified Persons shall survive cooperate in the Effective Time defense of any such matter; and are intended (C) Parent and the Surviving Company shall not be liable for any settlement effected without their prior written consent; and provided, further, that in the case of clauses (A), (B) and (C) Parent and the Surviving Company shall not have any obligation hereunder to be for the benefit ofany Company Indemnified Person if and when a court of competent jurisdiction shall ultimately determine, and such determination shall be enforceable byhave become final by non-appealable order, each that the indemnification of such Company Indemnified Party and his or her heirs and representativesPerson in the manner contemplated hereby is prohibited by applicable Law.

Indemnification of Managers and Officers. (a) The certificate of formation and limited liability company agreement From the Closing through the sixth anniversary of the Surviving Closing Date, each of Purchaser and the Company shall, with respect to indemnification of managersjointly and severally, officersindemnify and hold harmless each person who is now, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who has been at any time prior to the Effective Time were identified as prospective indemnitees under the Company Charter date hereof, or the Company Bylaws in respect of actions or omissions occurring at or who becomes prior to the Effective Time Closing Date, a manager or officer of the Company or any predecessor thereof (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including the transactions contemplated by this Agreement). (b) From attorneys’ fees and after the Effective Timedisbursements, Parent and the Surviving Company shallincurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless fact that the present and former directors, officers, employees, agents and fiduciaries Company Indemnified Party is or was an officer or manager of the Company or any of its Subsidiaries in their capacities as such (each, an “Indemnified Party”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim based in whole or in part on or arising in whole or in part out of the fact that such Indemnified Party is or was a director, officer, employee, agent or fiduciary of the Company, any Subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such Indemnified Party was serving at the request of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Timepredecessor thereof, whether asserted or claimed prior to, or at or afterafter the Closing Date, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement) or taken at the request of Parent or otherwise under this Agreement; provided, however, that neither Parent nor the Surviving Company shall have any obligation to provide such indemnification to the fullest extent a court of competent jurisdiction reaches a final determination, not subject to appeal, that such indemnification is prohibited available under applicable Law. (c) Parent shall cause the individuals serving as Delaware General Corporation Law for officers and directors of Delaware corporations. Each Company Indemnified Party will be entitled to advancement of expenses, upon receipt of an undertaking by such Company Indemnified Party to repay such amount if it shall ultimately be determined that such Company Indemnified Party is not entitled to be indemnified under the Delaware General Corporation Law for officers and directors of Delaware corporations, as authorized in this section incurred in the defense of any such claim, action, suit, proceeding or investigation from each of the Purchaser and the Company or any within five (5) Business Days of its Subsidiaries immediately prior to the Effective Time and any other Person who is covered receipt by the Company’s current directors’ and officers’ liability insurance policy to be covered with respect to acts Purchaser or omissions occurring prior to the Effective Time for a period of six (6) years Company from the Effective Time by (i) the directors’ and officers’ liability insurance policy maintained by the Company (provided, that Parent may substitute therefor policies, issued by reputable insurers, with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) Indemnified Party of the Company) or (ii) a single premium tail coverage with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy(ies) of the Company; provided, however, that in no event shall Parent be required to expend annually in the aggregate an amount pursuant to this Section 6.8(c) in excess of 250% of the annual premiums currently paid by the Company for such insurance (the “Insurance Amount”); and provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Insurance Amount, Parent will obtain the maximum amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to the Insurance Amountrequest therefor. (db) In the event Parent or any of its successors or assigns or the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as applicable, assume the obligations set forth in this Section. (e) Parent The Purchaser shall pay all expenses, including attorney’s and expert’s fees and expensesreasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for persons referred to in this Section 6.8 (7.5 in connection with their successful enforcement of their rights provided that such Indemnified Party prevails)in this Section 7.5. (f) Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party, Parent and the Surviving Company, retained at Parent’s and the Surviving Company’s expense. (gc) The provisions of this Section 6.8 shall survive the Effective Time and 7.5 are intended to be in addition to the rights otherwise available to the Company Indemnified Parties by law, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Company Indemnified Party and his or her Parties, their heirs and their representatives.