Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) From the Closing Date until the sixth anniversary thereof, CLNC shall, to the fullest extent permitted under applicable requirements under the laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a).

Indemnification of Officers and Directors. (a) From the Closing Date until Merger Effective Time through the sixth anniversary thereofof the date on which the Merger Effective Time occurs, CLNC each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent permitted under not prohibited by applicable requirements under the laws of the State of Maryland Legal Requirements, each Covered Party who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in effect from time response to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment subpoena or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened Proceeding based on or arising out ofcompleted proceeding, whether brought in whole the right of a Covered Party or in partotherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Indemnified Person is now, has been at any time prior to the date hereof or was who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or person serving expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the request Merger Effective Time or (B) arising out of CLNC and its subsidiaries, or pertaining to the fact that the Covered Party is or was serving at the request of CLNC as an officer or director of another corporationany of the Acquired Companies (in each case, joint venture or other enterprise or general partner including the taking of any partnership action or the failure to take any action as a trustee director or officer of any trust, at or prior to Acquired Company in connection with the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingMerger Transactions), whether asserted or claimed prior to, at or after the ClosingMerger Effective Time. Each Covered Party will be entitled, including subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such matter arising under any claim with respect to claim, action, suit, proceeding or investigation from each of Parent and the transactions contemplated hereby. Without limiting Surviving Entity within ten (10) business days of receipt by Parent or the foregoing, Surviving Entity from the Closing Date until the sixth anniversary thereofCovered Party of a request therefor; provided, CLNC shall alsothat any Person to whom expenses are advanced provides an undertaking, to the fullest extent permitted under required by applicable requirements under LawLegal Requirements, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses advances if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)indemnification.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Closing Date until the sixth anniversary thereofEffective Time, CLNC shall, to the fullest extent permitted under applicable requirements under the laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement Parent agrees that all rights to indemnification, provide indemnification to each Indemnified Person advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the same extent as Effective Time (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of the Acquired Corporations and any director or officer of the Acquired Corporations who commences serving in such capacity following the date hereof and prior to the Effective Time in accordance with the terms hereof under (i) any indemnification or other similar agreements of the same conditions Acquired Corporations listed in Section 6.5(a) of the Company Disclosure Schedule between the Company or any of its Subsidiaries and procedures any of their current or former directors and officers or any indemnification or similar agreement between the Company or any of its Subsidiaries with any director or officer of the Acquired Corporations who commences serving in such capacity following the date hereof and prior to which the Effective Time in accordance with the terms hereof; provided, however, that any such agreement entered into with any such Indemnified Person is entitled on shall be in substantially the date of this Agreement under same form as the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person listed in Section 6.5(a) of the Company Disclosure Schedule, and (ii) the indemnification, expense advancement and exculpation provisions in any certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause each of the Acquired Corporations to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any pending claim, action, suit or threatened Proceeding based on proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of, in whole of or in part, pertaining to the fact that such the Indemnified Person is or was a director or officer or person serving at of the request of CLNC and its subsidiaries, Company or is or was serving at the request of CLNC the Company as an a director or officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingPerson, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall alsoEffective Time, to the fullest extent permitted under applicable requirements under LawLegal Requirements In the event of any such claim, advance reasonable out-of-pocket costs action, suit or proceeding, (A) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation, as in effect on the date of this Agreement; provided that any Indemnified Person to whom expenses (including reasonable attorneys’ fees) incurred are advanced provides an undertaking, if and only to the extent required by the Indemnified Persons in connection with matters for which DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (or comparable organizational documents) or any such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC indemnification or other similar agreements to repay such advanced costs and expenses advances if it is ultimately determined in a by final and nonappealable judgment of a court of competent jurisdiction adjudication that such Indemnified Person is not entitled to be indemnified under indemnification; and (B) the Surviving Corporation shall reasonably cooperate in the defense of any such matter. Notwithstanding anything to the contrary set forth in this Section 4.11(a6.5(a) or elsewhere in this Agreement, if an Indemnified Person is prohibited in a written Contract with any Acquired Corporation from effecting a settlement without the prior consent of such Acquired Corporation, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Indemnification of Officers and Directors. (a) From and after the Closing Date until the sixth anniversary thereofEffective Time, CLNC Parent shall, or shall cause the Surviving Corporation to indemnify and hold harmless each person who is at the fullest extent permitted under applicable requirements under date hereof, was previously, or during the laws period from the date hereof through the Effective Time will be, serving as a director or officer of the State Acquired Companies (collectively, the “Covered Persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of Maryland in effect from time to time, any thereof) and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as reasonable out-of-pocket attorneys’ fees and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement all other reasonable out-of-pocket costs incurred in connection with any pending claim, action, suit, Proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws and indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (the “Indemnification Agreements”). Parent also agrees that it shall cause the Surviving Corporation to promptly advance costs and expenses (including attorneys’ fees) as incurred by each Covered Person to the fullest extent permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws or equivalent or other organizational and governing documents (collectively, “Governing Documents”) and the Indemnification Agreements of the Company and its Subsidiaries in effect on the date of this Agreement upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed only if it is ultimately determined (after exhausting all available appeals) that such Person is not permitted to be indemnified under Applicable Law or any such matter arising under any claim with respect to the transactions contemplated herebyapplicable Governing Document. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain, for a period of not less than six (6) years from the Closing Date until Effective Time, provisions in the sixth anniversary thereof, CLNC shall also, to Acquired Companies’ respective Governing Documents concerning the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs indemnification and expenses exoneration (including reasonable attorneys’ feesprovisions relating to expense advancement) incurred of the Covered Persons that are no less favorable to those Covered Persons than the provisions of Applicable Law and the Governing Documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)Applicable Law.

Indemnification of Officers and Directors. (a) From the Closing Date until the sixth anniversary thereof, CLNC shall, to the fullest extent permitted under applicable requirements under the laws The Articles of Incorporation and Bylaws of the State Surviving Corporation shall contain at the Effective Time the provisions with respect to indemnification and exculpation of Maryland present and former officers, directors and employees of Target Corporation (the "Indemnified Personnel") set forth in effect from time to time, the Articles of Incorporation and without requiring a preliminary determination Bylaws of the ultimate entitlement to indemnificationSurviving Corporation attached as Exhibit B and Exhibit C, provide indemnification to each Indemnified Person to respectively, which provisions shall not be amended, repealed or otherwise modified for a period of four (4) years after the same extent as and under Effective Time in any manner that would adversely affect the same conditions and procedures to which such Indemnified Person is entitled on the date rights thereunder of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with persons who at any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or time prior to the Closing and pertaining to any and all matters pending, existing Effective Time were identified as prospective indemnitees under the Articles of Incorporation or Bylaws of Target Corporation in respect of actions or omissions occurring at or prior to the ClosingEffective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by applicable law (it being understood and agreed that the Surviving Corporation's indemnification obligations shall continue indefinitely with respect to any indemnity claim for which notice is given within such four (4) year period). In addition to the indemnification and exculpation obligations set forth in the Articles of Incorporation and Bylaws, in the event any claim, action, suit, proceeding or investigation is brought against any Indemnified Personnel (whether asserted or claimed prior to, at arising before or after the ClosingEffective Time), including (i) the Indemnified Personnel may retain counsel satisfactory to such Indemnified Personnel and Surviving Corporation, and Surviving Corporation shall pay all reasonable fees and expenses of such counsel promptly as statements therefor are received and otherwise advance to such Indemnified Personnel upon request reimbursement of reasonable documented expenses incurred, in either case, to fullest extent and in the manner permitted by applicable law, and (ii) Surviving Corporation will use all reasonable efforts to assist in the vigorous defense of any such matter arising under any claim with respect claim, action, suit, proceeding or investigation, including, but not limited to, making available its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary to such defense. Acquiring Corporation shall cause the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall also, Surviving Corporation to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs fulfill such indemnification and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)exculpation obligations.

Indemnification of Officers and Directors. (a) From The Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Closing Date until Company and its Subsidiaries to), honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers identified in Part 2.10(a)(v) of the Company Disclosure Schedule and any person who 56. becomes a director or officer of the Company or any of its Subsidiaries after the date hereof and prior to the First Effective Time (but in the case of any person who becomes a director or officer of the Company or any of its Subsidiaries after the date hereof and prior to the First Effective Time, solely to the extent that the terms and conditions of any such indemnification agreements are no more favorable, in the aggregate, to the indemnification agreements to which similarly situated directors and officers set forth in Part 2.10(a)(v) of the Company Disclosure Schedule are a party) (each, an “Indemnified Person” and collectively, the “Indemnified Persons”). In addition, during the period commencing at the First Effective Time and ending on the sixth anniversary thereof, CLNC shall, to the fullest extent permitted under applicable requirements under the laws of the State First Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of Maryland in effect from time to time, incorporation and without requiring a preliminary determination bylaws (and other similar organizational documents) of the ultimate entitlement Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, provide indemnification exculpation and the advancement of expenses, covering acts and omissions of directors and officers (and any other employees or agents who otherwise would be entitled to each Indemnified Person similar benefits thereunder pursuant to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as terms thereof in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out ofhereof), in whole or each case in parttheir respective capacities as such, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingFirst Effective Time, whether asserted that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificate of incorporation and bylaws (or claimed prior toother similar organizational documents) of the Company and its Subsidiaries as of the date hereof, at and during such six-year period, such provisions shall not be repealed, amended or after the Closing, including otherwise modified in any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under manner that adversely affects their rights thereunder except as required by applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)Legal Requirements.

Indemnification of Officers and Directors. (a) From and after the Closing Date until the sixth anniversary thereofEffective Time, CLNC NetStaff shall, to the fullest extent authorized by the DGCL, NYBCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted under applicable requirements under the laws NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the State Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of Maryland in effect them may incur from time any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately prior to time, and without requiring the Merger as a preliminary determination result of the ultimate entitlement Merger, or any of the transactions contemplated by this Agreement. The right to indemnificationindemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, provide indemnification however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to each Indemnified Person NetStaff of an undertaking, by or on behalf of such director or officer, to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such action.

Indemnification of Officers and Directors. (a) From the Closing Date until Effective Time through the sixth anniversary thereof, CLNC shall, of the date on which the Effective Time occurs (or such period in which a D&O Indemnified Party (defined below) is asserting a claim for indemnification or other protections pursuant to this Section 5.15 to the fullest extent permitted under applicable requirements under the laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person arising prior to the same extent as end of such six-year period), each of Homology and under the same conditions Surviving Corporation shall indemnify and procedures hold harmless each person who is now, or has been at any time prior to which such Indemnified Person is entitled on the date hereof, or who becomes prior to the Effective Time, a director or officer of this Agreement under Homology or Q32, respectively (the Governing Instruments of CLNC “D&O Indemnified Parties”), against all claims, losses, liabilities, settlements, damages, judgments, fines and its subsidiaries penalties and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any pending claim, action, suit, proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, formal or informal, arising out of, in whole of or in part, pertaining to the fact that such the D&O Indemnified Person Party is or was a director or officer of Homology or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingQ32, whether asserted or claimed prior to, at or after the ClosingEffective Time (including in connection with this Agreement or the Contemplated Transactions), including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall alsoin each case, to the fullest extent permitted under applicable requirements under LawDelaware Law (including as it may be amended after the date of this Agreement to increase the extent to which a corporation may provide indemnification). Each D&O Indemnified Party will be entitled to advancement of fees, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by in the Indemnified Persons in connection with matters for which defense of any such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after claim, action, suit, proceeding or investigation from each of Homology and the Surviving Corporation, jointly and severally, upon receipt by CLNC Homology or the Surviving Corporation from the D&O Indemnified Party of a written request for therefor; provided that any such advanceperson to whom fees, subject costs or expenses are advanced provides an undertaking to Homology, to the execution extent then required by such Indemnified Persons of appropriate undertakings in favor of CLNC Delaware Law, to repay such advanced costs and expenses advances if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person person is not entitled to be indemnified under this Section 4.11(a)indemnification. Homology and the Surviving Corporation shall each cooperate with the D&O Indemnified Party in the defense of any actual or threatened claim, action, suit, proceeding or investigation.

Indemnification of Officers and Directors. (a) From The corporation shall indemnify any director, officer, employee or agent of the Closing Date until the sixth anniversary thereofcorporation who was or is a party or is threatened to be made a party to any threatened, CLNC shallpending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent full extend authorized and permitted under applicable requirements under by the laws of the State of Maryland in effect from time to time, Delaware. The corporation may purchase and without requiring a preliminary determination maintain insurance on behalf of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person person who is or was a director, officer, employee or agent of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of the State of Delaware. The corporation's indemnity of any person who is or was a director, officer, employee or agent of the corporation shall be reduced by any amounts such person may collect as indemnification under any policy of insurance purchased and maintained on his behalf by the corporation. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any certificate of incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The right of reimbursement for liabilities and expenses so imposed or incurred shall include the right to receive such reimbursement in advance of the final disposition of any such action, suit or proceeding upon the Corporation's receipt of an undertaking by or on behalf of such director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses amount if it is shall be ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person he is not entitled to be indemnified under by the Corporation pursuant to law or this Section 4.11(a)7.07. Neither the amendment nor repeal of this Section 7.07, nor the adoption of any provisions of the Certificate of Incorporation inconsistent with this Section 7.07, shall eliminate or reduce the effect of this Section 7.07 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Section 7.07 would accrue or arise, prior to such amendment, repeal or adopting of an inconsistent provision.

Indemnification of Officers and Directors. (a) From the Closing Date until Effective Time through the sixth anniversary thereofof the date on which the Effective Time occurs, CLNC each of Intec Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is as of the date hereof, or who becomes prior to the Effective Time in accordance herewith, a director or officer of Intec, Intec Parent or Decoy, as the case may be (collectively, the “D&O Indemnified Parties”), and Intec Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each D&O Indemnified Party against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, actually incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Intec, Intec Parent or Decoy prior to the Effective Time, which is asserted or claimed prior to, at, or after the Effective Time, in each case, to the fullest extent permitted under applicable requirements under Legal Requirements (a “Covered D&O Matter”). Each D&O Indemnified Party will be entitled to advancement of reasonable expenses actually incurred in the laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner defense of any partnership Covered D&O Matter from Intec Parent and the Surviving Corporation, jointly and severally, upon receipt by Intec Parent or a trustee of any trustthe Surviving Corporation, at or prior to as the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoingcase may be, from the Closing Date until D&O Indemnified Party of a request therefor, such request shall reasonably evidence the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by D&O Indemnified Party; provided that any such person to whom expenses are advanced provides an undertaking to, Intec Parent and the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC Surviving Corporation to repay such advanced costs and expenses advances if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person person is not entitled to be indemnified under this Section 4.11(a)indemnification.

Indemnification of Officers and Directors. (a) From and after the Closing Date until Effective Time, Xxxxxx agrees that it shall cause the sixth anniversary thereofSurviving Corporation to indemnify and hold harmless each present and former director, CLNC shall, to the fullest extent permitted under applicable requirements under the laws officer and employee of the State of Maryland in effect from time to timeAcquired Companies (a “D&O Indemnitee”) against any costs or expenses (including reasonable attorneys’ fees), and without requiring a preliminary determination of the ultimate entitlement to indemnificationjudgments, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment fines, losses, claims, damages or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement liabilities incurred in connection with any pending claim, action, investigation, or threatened Proceeding based on Proceeding, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, including to the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that in each case have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Acquired Companies in effect on the date of this Agreement to indemnify such person. Subject to the terms of any applicable Indemnification Agreement, the Surviving Corporation shall have the right to control any Proceeding for which it is required to indemnify any D&O Indemnitee pursuant to the foregoing sentence (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the D&O Indemnitee’s entitlement to indemnification hereunder with respect thereto). Each D&O Indemnitee will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such matter arising under any claim with respect Proceeding. Parent also agrees to cause the Surviving Corporation to promptly advance reasonable and documented out-of-pocket expenses as incurred by each D&O Indemnitee to the transactions contemplated herebyfullest extent permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, Indemnification Agreements or other organizational documents of the Acquired Companies in effect on the date of this Agreement and made available to Parent prior to the date hereof upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under Applicable Law, organizational documents of the Acquired Companies or Indemnification Agreement. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain for a period of not less than six (6) years from the Closing Date until Effective Time provisions in the sixth anniversary thereofAcquired Companies’ respective certificates of incorporation, CLNC shall also, to bylaws and other organizational documents concerning the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs indemnification and expenses exoneration (including reasonable attorneys’ feesprovisions relating to expense advancement) incurred of the D&O Indemnitees that are no less favorable to those Persons than the provisions of Applicable Law and the certificates of incorporation, bylaws, Indemnification Agreements, and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)Applicable Law.

Indemnification of Officers and Directors. (a) From the Closing Date until Effective Time through the sixth anniversary thereofof the date on which the Effective Time occurs, CLNC shalleach of Aspen and the Surviving Corporation shall indemnify and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable requirements under the laws of the State of Maryland in effect from time to timedate hereof, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person or who becomes prior to the same extent as Effective Time, a director or officer of Aspen or the Company, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and under the same conditions reasonable fees, costs and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC expenses, including attorneys’ fees and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement disbursements (collectively, “Costs”), incurred in connection with any pending claim, action, suit, proceeding or threatened Proceeding based on investigation (each a “Proceeding”), whether formal or informal, civil, criminal, administrative or investigative, arising out of, in whole of or in part, pertaining to the fact that such the D&O Indemnified Person Party is or was (i) a director or officer of Aspen or person serving of the Company, respectively, or (ii) by reason of such D&O Indemnified Party’s service in connection with any other corporation or organization for which he or she serves or has served as a director, officer, employee, agent trustee or fiduciary at the request of CLNC and its subsidiariesthe Company or Aspen, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of respectively (including in any partnership or a trustee of any trust, at or prior to the Closing and pertaining capacity with respect to any and all matters pending, existing or occurring at or prior to the Closingemployee benefit plan), whether asserted or claimed prior to, at or after the ClosingEffective Time, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall alsoin each case, to the fullest extent permitted under applicable requirements under Lawthe DGCL; provided that all rights to being held harmless, advance reasonable out-of-pocket costs indemnification and advancement of expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters respect of any Proceeding asserted or made, and for which a D&O Indemnified Party delivers a written notice to Aspen or the Surviving Corporation within such Indemnified Persons are eligible to be indemnified six (6) year period asserting a claim for such protections pursuant to this Section 4.11(a) within fifteen (15) days after 6.8 shall continue until the final disposition of such Proceeding. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Proceeding from each of Aspen and the Surviving Corporation, jointly and severally, upon receipt by CLNC Aspen or the Surviving Corporation from the D&O Indemnified Party of a written request for therefor; provided that any such advanceperson to whom expenses are advanced provides an undertaking to Aspen, subject to the execution extent then required by such Indemnified Persons of appropriate undertakings in favor of CLNC the DGCL, to repay such advanced costs and expenses advances if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person person is not entitled to indemnification (such undertaking shall be indemnified under this Section 4.11(aunsecured and made without reference to such D&O Indemnified Party’s ultimate entitlement to indemnification or ability to repay such advances (and no other form of undertaking shall be required)). Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or such other counsel selected by the D&O Indemnified Parties.

Indemnification of Officers and Directors. (a) From For not less than six (6) years from and after the Closing Date until the sixth anniversary thereofEffective Time, CLNC New Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless all past and present directors, officers and employees of Chardonnay and the Chardonnay Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted under applicable requirements under the laws of the State of Maryland by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement settlement in connection with any pending actual or threatened Proceeding based on claim, action, investigation, suit or arising out of, proceeding in whole respect of acts or in part, the fact that such Indemnified Person is omissions occurring or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, alleged to have occurred at or prior to the Closing Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and pertaining to the consummation of the Merger or any and all matters pending, existing or occurring at or prior to of the Closingother Contemplated Transactions), whether asserted or claimed prior to, at or after the ClosingEffective Time, including in connection with such persons serving as an officer, director, employee or other fiduciary of Chardonnay or any of the Chardonnay Subsidiaries or of any Person if such matter arising under service was at the request or for the benefit of Chardonnay or any claim with respect to of the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall alsoChardonnay Subsidiaries, to the fullest extent permitted under applicable requirements under by Law. All rights to indemnification, advance reasonable out-exculpation or advancement of expenses now existing in favor of-pocket costs , and expenses (including reasonable attorneys’ fees) incurred by all limitations on the personal liability of, each Indemnified Persons Party provided for in connection the organizational documents of Chardonnay or any Chardonnay Subsidiary in effect as of the date hereof or in any agreements of Chardonnay or any Chardonnay Subsidiary with matters for which such any Indemnified Persons are eligible Party shall survive the Merger and continue to be indemnified pursuant honored and in full force and effect until six (6) years after the Effective Time. Additionally, with respect to the first sentence of this Section 4.11(a5.5(a), all such obligations and rights in respect of any claims asserted or made within such period by any Indemnified Party, or in respect of any matter with respect to which notice is provided to New Parent or the Surviving Corporation by any Indemnified Party, shall continue until the disposition of such claim and final disposition of any such matter. The certificate of incorporation and bylaws of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those in the Chardonnay Charter and Chardonnay Bylaws as of the date hereof, and during such six (6) within fifteen (15) days after receipt by CLNC year period following the Effective Time, New Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of a written request for such advance, subject any Indemnified Party in respect of actions or omissions occurring at or prior to the execution Effective Time except as required by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)applicable Law.

Indemnification of Officers and Directors. (a) From the Closing Date until Effective Time through the sixth anniversary thereofof the date on which the Effective Time occurs, CLNC shalleach of Apricus and the Surviving Corporation shall indemnify and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable requirements under the laws of the State of Maryland in effect from time to timedate hereof, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person or who becomes prior to the same extent as Effective Time, a director or officer of Apricus or the Company, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and under the same conditions reasonable fees, costs and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC expenses, including attorneys’ fees and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement disbursements (collectively, “Costs”), incurred in connection with any pending claim, action, suit, proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, pertaining to the fact that such the D&O Indemnified Person Party is or was a director or officer of Apricus or person serving at of the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingCompany, whether asserted or claimed prior to, at or after the ClosingEffective Time, including any such matter arising under any claim with respect to in the transactions contemplated hereby. Without limiting case of the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall alsoCompany, to the fullest extent permitted under applicable requirements the DGCL for directors or officers of Delaware corporations and, in the case of Apricus, to the fullest extent permitted under Lawthe NRS for directors and officers of Nevada corporations, advance reasonable outas applicable. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Apricus and the Surviving Corporation, jointly and severally, upon receipt by Apricus or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Apricus, to the extent then required by the 66 Exhibit 2.1 NRS, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The provisions of the articles of incorporation and bylaws of Apricus with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Apricus that are presently set forth in the articles of incorporation and bylaws of Apricus shall not be amended, modified or repealed for a period of six years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Apricus. (c) From and after the Effective Time, (i) the Surviving Corporation shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time and (ii) Apricus shall fulfill and honor in all respects the obligations of Apricus to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Apricus’ Organizational Documents and pursuant to any indemnification agreements between Apricus and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time. (d) From and after the Effective Time, Apricus shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Apricus. In addition, Apricus shall purchase, prior to the Effective Time, a six-ofyear prepaid “tail policy” for the non-pocket costs cancellable extension of the directors’ and expenses officers’ liability coverage of Apricus’ existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Apricus’ existing policies as of the date of this Agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of Apricus by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the Contemplated Transactions or in connection with Apricus’ initial public offering of shares of Apricus Common Stock). (e) From and after the Effective Time, Apricus shall pay all expenses, including reasonable attorneys’ fees) , that are incurred by the Indemnified Persons persons referred to in this Section 5.8 in connection with matters for which their successful enforcement of the rights provided to such Indemnified Persons persons in this Section 5.8. (f) The provisions of this Section 5.8 are eligible intended to be indemnified pursuant in addition to the rights otherwise available to the current and former officers and directors of Apricus and the Company by law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and 67 Exhibit 2.1 shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives. (g) In the event Apricus or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers 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 Apricus or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 4.11(a) within fifteen (15) days after receipt by CLNC 5.8. Apricus shall cause the Surviving Corporation to perform all of a written request for such advance, subject to the execution by such Indemnified Persons obligations of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified the Surviving Corporation under this Section 4.11(a).5.8. 5.9

Indemnification of Officers and Directors. (a) From the Closing Date until the sixth (6th) anniversary thereof, CLNC NHI shall, to the fullest extent permitted under applicable requirements under the laws Laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC NHI and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC NHI and its subsidiaries, or is or was serving at the request of CLNC NHI as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth (6th) anniversary thereof, CLNC NHI shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a4.09(a) within fifteen (15) days after receipt by CLNC NHI of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC NHI to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a4.09(a).

Indemnification of Officers and Directors. (a) From the Closing Date until the sixth anniversary thereof, CLNC shall, to the fullest extent permitted under applicable requirements under the laws of the State of Maryland in effect from time to time, CFC covenants and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to agrees that it will cause each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person person who is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from Citrus (an "Indemnitee") on the Closing Date until the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket be indemnified for any costs and expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred by arising out of such person's service as an officer or director of Citrus to the Indemnified Persons fullest extent to which such indemnification is permitted under applicable law and the Articles of Incorporation and Bylaws of Citrus in effect on the date hereof (except that this provision shall not be construed so as to cause CFC or Citrus to violate applicable law). Except for expenses associated with claims described in the immediately succeeding sentence and except for, in particular, expenses associated with any claims or threatened or actual litigation between Indemnitees and CFC, CFC, upon request of such Indemnitees, shall advance expenses in connection with matters such indemnification, provided that such advancement need be made if and only to the extent that such advancement would have been proper under applicable law. Notwithstanding anything to the contrary herein, this indemnification shall not extend to claims against an Indemnitee by CFC. The provisions of this Section X shall survive the closing and shall be enforceable directly by each officer and director of Citrus benefited by this Section X. (b) Any Indemnitee wishing to claim indemnification under this Section X, upon learning of such claims or liabilities, shall promptly notify CFC thereof; provided, that the failure so to notify shall not affect the obligations of CFC hereunder unless such failure materially increases CFC's liability hereunder. In the event of any litigation giving rise to a claim hereunder, (i) CFC shall have the right to assume the defense thereof, if it so elects, and CFC shall pay all reasonable fees and expenses of counsel for which such Indemnified Persons the Indemnitees promptly as statements therefor are eligible to received; provided, however, that CFC shall be indemnified obligated pursuant to this Section 4.11(ato pay for only one firm of counsel for all Indemnitees in any jurisdiction for any single action, suit or proceeding or any group of actions, suits or proceedings arising out of or related to a common body of facts, (ii) within fifteen the Indemnitees shall cooperate in the defense of any such matter, (15iii) days after receipt by CLNC of CFC shall not be liable for any settlement effected without its prior written consent and (iv) CFC shall have no obligation hereunder in the event a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of Federal banking agency or a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that such Indemnified Person indemnification of an Indemnitee in the manner contemplated hereby is not entitled to be indemnified under this Section 4.11(a)prohibited by applicable law. 10.3.

Indemnification of Officers and Directors. (a) From and after the Closing Date Effective Time until the sixth tenth anniversary thereof, CLNC shall, to the fullest extent permitted under applicable requirements under the laws of the State Effective Time (the "Indemnification Period"), Paging Partners shall indemnify and hold harmless each current and former director and officer of Maryland in effect from time to timeBAP and each current and former director and officer of Paging Partners (each, and without requiring a preliminary determination of the ultimate entitlement to indemnificationan "Indemnitee") against any costs or expenses (including attorneys' fees), provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment judgments, fines, losses, claims, damages or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement liabilities incurred in connection with any pending claim, action, suit, proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting fullest extent that BAP or Paging Partners, as applicable, would have been permitted, under Delaware law and its Certificate of Incorporation and By-laws in effect as of the foregoingdate hereof, from to indemnify such persons (including the Closing Date until advancing of expenses as incurred (including the sixth anniversary thereof, CLNC shall also, cost of any investigation and preparation incurred in connection therewith) to the fullest extent permitted under applicable requirements under LawDelaware law), advance reasonable out-of-pocket costs and provided that the Indemnitee to whom such expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible advanced provides an undertaking to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC Paging Partners to repay such advanced costs and expenses advance if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person person is not entitled to indemnification under Delaware law; provided, further, that any 79 of 122 determination required to be indemnified made with respect to whether an Indemnitee's conduct complies with the standards set forth under this Section 4.11(aDelaware law and the Certificate of Incorporation and Bylaws of BAP or Paging Partners, as applicable, shall be made by independent counsel selected by Paging Partners (without participation by the Indemnitee and related parties) and reasonably satisfactory to such Indemnitee ("Independent Counsel"). If any claim or claims are asserted or made within the Indemnification Period, all rights to indemnification hereunder in respect of any such claim shall continue until disposition of any and all such claims, irrespective of whether such disposition occurs within the Indemnification Period.

Indemnification of Officers and Directors. (a) From the Closing Date until Effective Time through the sixth anniversary thereofof the date on which the Effective Time occurs, CLNC each of Yumanity and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable requirements under the laws of the State of Maryland in effect from time to timedate hereof, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person or who becomes prior to the same extent as Effective Time, a director or officer of Yumanity or the Company (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and under the same conditions reasonable fees, costs and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC expenses, including attorneys’ fees and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement disbursements (collectively, “Costs”), incurred in connection with any pending claim, action, suit, proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, pertaining to the fact that such the D&O Indemnified Person Party is or was a director or officer of Yumanity or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingCompany, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall alsoEffective Time, to the fullest extent permitted under applicable requirements under Lawthe DGCL and the WBCA for directors or officers of Delaware and Washington corporations respectively. Each D&O Indemnified Party will be entitled to advancement of reasonable and documented expenses incurred in the defense of any such claim, advance reasonable out-of-pocket costs action, suit, proceeding or investigation from Yumanity and the Surviving Corporation, jointly and severally, to the same extent as such D&O Indemnified Party is entitled to advancement of expenses (including reasonable attorneys’ fees) incurred as of the date of this Agreement by Yumanity or the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified Company pursuant to the certificate of incorporation and bylaws of Yumanity and articles of incorporation and bylaws of the Company in effect on the date of this Section 4.11(a) within fifteen (15) days after Agreement or any applicable indemnification agreement, upon receipt by CLNC Yumanity or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided, that any person to whom expenses are advanced provides a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC undertaking to repay such advanced costs and expenses advances if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person person is not entitled to be indemnified under this Section 4.11(a)indemnification.

Indemnification of Officers and Directors. (a) From and after the Closing Date until the sixth anniversary thereofEffective Time, CLNC CVD shall, to the fullest extent authorized by the DGCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits CVD to provide broader indemnification rights than such law permitted under applicable requirements under the laws CVD to provide prior to such amendment), indemnify all directors and officers of Radiance as of the State Closing against any liability or losses (including reasonable attorney's fees for counsel who are reasonably acceptable to CVD) any of Maryland in effect them may incur from time any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of Radiance immediately prior to time, and without requiring the Merger as a preliminary determination result of the ultimate entitlement Merger, or any of the transactions contemplated by this Agreement. The right to indemnificationindemnification conferred in this Section shall be a contract right and shall include the right to be paid by CVD any expenses incurred in defending any such proceeding in advance of its final disposition; provided, provide indemnification however, that, if so required by the DGCL, such advance shall be made only upon delivery to each Indemnified Person CVD of an undertaking, by or on behalf of such director or officer, to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a6.11 or otherwise. CVD shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). CVD shall not be obligated pursuant to this Section 6.11 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and CVD have conflicting interests in the outcome of such action. CVD may obtain directors' and officers' liability insurance covering its obligations under this Section 6.11.

Indemnification of Officers and Directors. (a) From and after the Closing Date until Effective Time, Parent agrees that it shall cause the sixth anniversary thereofSurviving Corporation to indemnify and hold harmless each present and former director, CLNC shall, to the fullest extent permitted under applicable requirements under the laws officer and employee of the State of Maryland in effect from time to timeAcquired Companies against any costs or expenses (including reasonable attorneys’ fees), and without requiring a preliminary determination of the ultimate entitlement to indemnificationjudgments, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment fines, losses, claims, damages or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement liabilities incurred in connection with any pending claim, action, suit, Proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, including any such matter arising under any claim with respect to the transactions contemplated herebyfullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Company and its Subsidiaries in effect on the date of this Agreement to indemnify such person. Parent also agrees to promptly advance expenses as incurred by each present and former director, officer and employee of the Acquired Companies to the fullest extent permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, Indemnification Agreements or other organizational documents of the Company and its Subsidiaries in effect on the date of this Agreement to advance expenses incurred by such Person upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under applicable Law, organizational documents of the Company and its Subsidiaries or Indemnification Agreement. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain for a period of not less than six (6) years from the Closing Date until Effective Time provisions in the sixth anniversary thereofAcquired Companies’ respective certificates of incorporation, CLNC shall also, to bylaws and other organizational documents concerning the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs indemnification and expenses exoneration (including reasonable attorneysprovisions relating to expense advancement) of the Acquired Companies’ feesformer and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of Applicable Law and the certificates of incorporation, bylaws, Indemnification Agreements, and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) incurred not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)Applicable Law.

Indemnification of Officers and Directors. (a) From the Closing Date until through the sixth anniversary thereofof the date on which the Closing Date occurs, CLNC shalleach of Pubco, VINE Surviving Subsidiary, and Company Surviving Subsidiary shall indemnify and hold harmless each person who is now, or has been at any time before the Signing Date, or who becomes before the Closing Date, a member, manager, director or officer of VINE or the Company, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of VINE or of the Company, whether asserted or claimed before, at or after the Closing Date, in each case, to the fullest extent permitted under applicable requirements under the laws DGCL. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the State defense of Maryland in effect any such claim, action, suit, proceeding or investigation from time to timeeach of Pubco, VINE Surviving Subsidiary, and without requiring a preliminary determination of the ultimate entitlement to indemnificationCompany Surviving Subsidiary, provide indemnification to each Indemnified Person to the same extent as jointly and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out ofseverally, in whole or in partupon receipt by Pubco, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiariesVINE Surviving Subsidiary, or is or was serving at Company Surviving Subsidiary from the request D&O Indemnified Party of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including request; provided that any such matter arising under any claim with respect person to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall alsowhom expenses are advanced provides an undertaking to Pubco, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred then required by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advanceDGCL, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses advances if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person person is not entitled to indemnification. Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Closing Date, the D&O Indemnified Parties shall be indemnified under this Section 4.11(a)entitled to continue to retain Maslon LLP, Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP or such other counsel selected by the D&O Indemnified Parties.

Indemnification of Officers and Directors. (a) From and after the Closing Date until Effective Time, Parent agrees that it shall cause the sixth anniversary thereof, CLNC shall, Surviving Corporation to the fullest extent permitted under applicable requirements under the laws indemnify and hold harmless each present and former director and officer of the State of Maryland in effect from time to timeAcquired Companies against any costs or expenses (including reasonable attorneys’ fees), and without requiring a preliminary determination of the ultimate entitlement to indemnificationjudgments, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment fines, losses, claims, damages or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement liabilities incurred in connection with any pending claim, action, suit, Proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, including to the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Company and its Subsidiaries in effect on the date of this Agreement to indemnify such person. Parent also agrees that it shall cause the Surviving Corporation to promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies to the fullest extent permitted under or required by Applicable Law and the respective certificates of incorporation, bylaws, Indemnification Agreements or equivalent or other organizational and governing documents (collectively, “Governing Documents”) of the Company and its Subsidiaries in effect on the date of this Agreement upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under Applicable Law or any such matter arising under any claim with respect to the transactions contemplated herebyapplicable Governing Document. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain, for a period of not less than six (6) years from the Closing Date until Effective Time, provisions in the sixth anniversary thereof, CLNC shall also, to Acquired Companies’ respective Governing Documents concerning the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs indemnification and expenses exoneration (including reasonable attorneysprovisions relating to expense advancement) of the Acquired Companies’ feesformer and current officers and directors that are no less favorable to those Persons than the provisions of Applicable Law and the Governing Documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) incurred not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)Applicable Law.

Indemnification of Officers and Directors. (a) From and after the Closing Date until Effective Time, Xxxxxx agrees that it shall cause the sixth anniversary thereofSurviving Corporation to indemnify and hold harmless each present and former (in each case, CLNC shall, to the fullest extent permitted under applicable requirements under the laws as of the State of Maryland in effect from time to timeEffective Time) director, officer and without requiring a preliminary determination manager (or similar individual) of the ultimate entitlement to indemnificationAcquired Companies (each, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment an “Indemnitee”) against any costs or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any pending claim, action, suit, proceeding or threatened Proceeding based on investigation, whether civil, criminal, administrative or investigative, arising out of, in whole of or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of CLNC and its subsidiaries, or is or was serving at the request of CLNC as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, including to the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements made available to Parent prior to the date hereof or other organizational documents in effect on the date of this Agreement to indemnify such person. In the event of any such matter arising under claim, action, suit, proceeding or investigation, (i) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any claim right to object to the Indemnitee’s entitlement to indemnification hereunder with respect thereto), and (ii) no Indemnitee shall be liable for any settlement effected without his or her prior express written consent. Parent also agrees to cause the Surviving Corporation to promptly advance reasonable and documented out-of-pocket expenses as incurred by each Indemnitee to the transactions contemplated herebyfullest extent permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements made available to Parent prior to the date hereof or other organizational documents in effect on the date of this Agreement; provided that the Person to whom expenses are advanced shall provide a customary undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Without limiting the foregoing, Parent shall cause the Acquired Companies (i) to maintain for a period of not less than six (6) years from the Closing Date until Effective Time provisions in their respective certificates of incorporation, bylaws and other organizational documents concerning the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs indemnification and expenses exoneration (including reasonable attorneys’ feesprovisions relating to expense advancement) incurred of the Indemnitees that are no less favorable to those Persons than the provisions of the certificates of incorporation, bylaws, indemnification agreements, and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of CLNC to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.11(a)Applicable Law.