Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiary, as applicable, to, 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 and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from the Surviving Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that the Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiary, as applicable, to, to indemnify and hold harmless harmless, to the extent that the Surviving Corporation is permitted to indemnify under applicable Legal Requirements, each individual Person who is as of the date of this Agreement, now or who becomes was prior to the Effective Time, a Time an officer or director or officer of the Company or Acquired Companies and each person who is as of the date of this Agreement, now or who thereafter commences was prior to the Effective Time, serving at the request Time an officer or director of the Company Acquired Companies who served as a director fiduciary under or officer with respect to any employee benefit plan of another Person the Acquired Companies (within the meaning of Section 3(3) of ERISA) (each, an “Indemnified PersonsPerson”)) against any costs or expenses, against all claimsjudgments, fines, losses, liabilitiesclaims, damages, judgments, inquiries, fines liabilities and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred amounts paid in settlement in connection with any actual or threatened claim, action, suit suit, arbitration, proceeding or proceedinginvestigation in respect of, whether civilor arising out of, criminalacts or omissions by such Indemnified Person in his her capacity as an officer or director of the Acquired Companies, administrative or investigative (including a fiduciary under or with respect to matters existing any employee benefit plan of the Acquired Companies, occurring, or occurring alleged to have occurred, at or prior to the Effective Time; provided, including this Agreement and the transactions and actions contemplated hereby)however, arising out of or pertaining that if, at any time prior to the fact that sixth anniversary of the Effective Time, any Indemnified Person is or was delivers to Parent a director or officer written notice asserting a claim for indemnification under this Section 5.5(a) then the claim asserted in such notice shall survive the sixth anniversary of the Company or Effective Time until such time as such claim is or was serving at the request of the Company as a director or officer of another Personfully and finally resolved. In addition, whether asserted or claimed prior to, at or for six years after the Effective Time, Parent shall cause the Surviving Corporation to advance, to the fullest extent that the Surviving Corporation is permitted to advance under applicable Legal Requirements. In Requirement, prior to the event final disposition of any actual or threatened claim, action, suit, arbitration, proceeding or investigation for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, action, suit suit, arbitration, proceeding or proceedinginvestigation; provided, (x) each Indemnified Person will be entitled to the however, that any advancement of expenses incurred in defense thereof from pursuant to this Section 5.5(a) shall be conditioned upon the Surviving Corporation Corporation’s receipt of an undertaking by or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements on behalf of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that the Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount if it shall be ultimately be determined by final adjudication judgment of a court of competent jurisdiction that such the Indemnified Person is not entitled to be indemnified pursuant to this Section 5.5(a). In the preceding sentence event of any such action, Parent and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate with the Indemnified Person in the defense of any such matteraction.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company Acquired Companies under the certificate of incorporation and any indemnification bylaws (or other similar agreements organizational documents) of each of the CompanyAcquired Companies, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their termsterms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Company Acquired Companies to perform its their 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired 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 any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the any Acquired Company or is or was serving at the request of the any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from Parent, the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements documents, in each case as in effect on the date of the Surviving Corporation or its Subsidiarythis Agreement, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) Parent, the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from From and after the Effective Time, Parent each of Visor and the Surviving Company agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiaryit shall, as applicable, toindemnify, indemnify defend and hold harmless each individual who is harmless, in such scope and amount as of the date of this Agreement, or who becomes was provided by Union immediately prior to the Effective Time, a director or each present and former director, officer and employee of Union, each present and former director, member of the Company or who is board of directors, officer and employee of any of Union’s Subsidiaries and any fiduciary under any Union Plan (in each case, when acting in such capacity), determined 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 Time (the “Indemnified PersonsParties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, any costs and expenses, or expenses (including reasonable and documented attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit suit, proceeding or proceedinginvestigation, 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)investigative, arising out of or pertaining to the fact that the Indemnified Person Party is or was a director director, officer, employee or officer fiduciary of Union or a member of the Company board of directors, officer, employee or is fiduciary of any of its Subsidiaries or was serving at the request of the Company as a director or officer of another Personfiduciary under any Union Plan, whether asserted or claimed prior to, at or after the Effective TimeTime (including with respect to any acts or omissions in connection with this Agreement and the transactions and actions contemplated by this Agreement), to the fullest extent permitted and in accordance with the procedures that Union would have under applicable Legal Requirements. In Law and the event applicable Organizational Documents (and, to the extent not contrary to applicable Law or its Organizational Documents, any indemnification agreement) in effect on the date of this Agreement to indemnify such Person, and Visor or the Surviving Company shall also promptly advance expenses as incurred in advance of any final disposition of any such claim, action, suit suit, proceeding or proceeding, (x) each Indemnified Person will be entitled investigation to the advancement of expenses incurred in defense thereof from the Surviving Corporation or its Subsidiary, as applicable, extent and in accordance with the organizational documents and procedures that Union or its applicable Subsidiary would have under applicable Law or its Organizational Documents (and, to the extent not contrary to applicable Law or its Organizational Documents, any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as agreement) in effect on the date of this Agreement; provided, however, that the Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law or the applicable Organizational Documents (as in effect on the date hereof), to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to indemnification, and provided, further, that any determination required to be indemnified pursuant made with respect to whether a director’s, officer’s, employee’s or fiduciary’s conduct complied with the standards set forth under applicable Law and the applicable Organizational Documents (or the applicable organizational documents of a Subsidiary or Union Plan) shall be made by independent counsel selected by the Indemnified Party. In the event of any claim, action, suit, proceeding or investigation, (i) neither Visor nor the Surviving Company shall settle, compromise or consent to the preceding sentence entry of any judgment in any claim, action, suit, proceeding or investigation (and in which indemnification could be sought by Indemnified Parties hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation or such Indemnified Party otherwise consents in writing, and (yii) the Surviving Corporation and its Subsidiary Company shall reasonably cooperate in the defense of such matter. The parties agree that this Section 6.08(a) does not purport to limit any rights that any Indemnified Party may have under any employment agreement, indemnification agreement, or Union Plan in effect on the date of this Agreement and disclosed to either party prior to the execution hereof, which provisions shall not be amended, repealed or otherwise modified in any manner that would materially adversely affect the rights thereunder of any such matterindividual.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 any Acquired Corporation pursuant to the Company organizational documents thereof and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 5.5(a) of the CompanyCompany Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent the Acquired Corporations shall cause the Company to perform its their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiary, as applicable, Subsidiaries to, 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to Parent shall, and shall cause its Subsidiaries to, pay, in advance of the advancement final disposition of such claim, action, suit or proceeding, any expenses incurred in defense thereof from the Surviving Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that by the Indemnified Person to whom expenses are advanced provides upon receipt of an undertaking by such Indemnified Person to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation Parent shall, and shall cause its Subsidiary shall Subsidiaries to, reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company Acquired Companies under the certificate of incorporation and any indemnification bylaws (or other similar agreements organizational documents) of each of the CompanyAcquired Companies, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their termsterms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Company Acquired Companies to perform its their 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 and its SubsidiarySubsidiaries to, and the Surviving Corporation agrees that it will, pursuant to the certificate of incorporation and bylaws (or other organizational documents) of each of the Acquired Companies, in each case as applicable, toin effect on the date of this Agreement, 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 any Acquired 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 any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the any Acquired Company or is or was serving at the request of the any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from Parent, the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiarydocuments, as applicable, in each case as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) Parent, the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company under the certificate of incorporation and bylaws of the Company and any indemnification or other similar agreements of the CompanyCompany set forth on Section 6.5(a) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their termsterms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Company 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from Parent, the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable; to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) Parent, the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period It is understood and agreed that, subject to the limitations on indemnification contained in Delaware Law, the Company shall, to the fullest extent permitted under applicable law and regardless of six (6) years from whether the Merger becomes effective, indemnify and hold harmless, and after the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiaryshall, as applicable, toto the fullest extent permitted under applicable law, indemnify and hold harmless harmless, each individual who is as of the date of this Agreementdirector, or who becomes prior to the Effective Timeofficer, a director or officer employee, fiduciary and agent of the Company or who is any Subsidiary and their respective heirs, estates, subsidiaries and affiliates including, without limitation, officers and directors serving as of such on the date of this Agreementhereof (collectively, the "Indemnified Parties") against any costs or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person expenses (the “Indemnified Persons”including reasonable attorneys' fees), against all claimsjudgments, fines, losses, liabilitiesclaims, damages, judgments, inquiries, fines liabilities and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred amounts paid in settlement in connection with any claim, action, suit suit, proceeding or 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), investigation arising out of or pertaining to (A) acts or omissions occurring prior to the Effective Time (regardless of when a claim in respect thereof is asserted) that are based, in whole or in part, on the fact that the Indemnified Person such person is or was a director director, officer, employee, fiduciary or officer agent of the Company or is any Subsidiary or was serving any third party or benefit plan at the request of the Company as a director or officer and (B) any of another Personthe transactions contemplated hereby, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In and in the event of any such claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before or after the Effective Time), (xi) each Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from Company or, after the Effective Time, the Surviving Corporation or its SubsidiaryCorporation, as applicable, in accordance with shall pay the organizational documents reasonable fees and any indemnification expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or other similar agreements of the Surviving Corporation or its SubsidiaryCorporation, as applicable, promptly as in effect on the date of this Agreement; providedstatements therefor are received, that the Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and (yii) the Company and the Surviving Corporation and its Subsidiary shall reasonably will cooperate in the defense of any such matter; PROVIDED, HOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed); and PROVIDED FURTHER, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.11 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance (which may be part of Parent's insurance policy or may be "tail" coverage with respect to the Company's existing officers' and directors' liability insurance coverage) covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; PROVIDED, HOWEVER, that if the aggregate annual premiums for such insurance at any time during such period exceed 200% of the per annum rate of premium paid by the Company for such insurance as of the date of this Agreement, then the Surviving Corporation shall provide the maximum coverage that will then be available at an annual premium equal to 200% of such per annum rate as of the date of this Agreement. The rights to indemnification under this Section 5.11 shall not impair or limit the rights to indemnification currently provided by the Certificate of Incorporation and By-Laws of the Company, which shall continue in full force and effect for a period of not less than six years following the Effective Time. This Section 5.11 shall survive the consummation of the Merger. Notwithstanding anything in this Section 5.11 to the contrary, neither the Company nor the Surviving Corporation shall have any obligation under this Section 5.11 to indemnify any Indemnified Party against any cost, expense, judgment, fine, loss, claim, damage, liability or settlement amount, the indemnification for which is prohibited under Delaware Law. This covenant shall survive any termination of this Agreement pursuant to Section 7.1 hereof. Notwithstanding Section 8.7 hereof, this Section 5.11 is intended to be for the benefit of and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 each of the Company Acquired Companies under the certificate of incorporation and bylaws or other applicable governing documents and any indemnification or other similar agreements of such Acquired Company set forth on Section 6.5(a) of the CompanyCompany Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their termsterms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Company Acquired Companies to perform its their 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired 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 any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the any Acquired Company or is or was serving at the request of the any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from Parent, the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries set forth on Section 6.5(a) of the Company Disclosure Schedule, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable; to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) Parent, the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from and after the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior tofullest extent permitted by applicable Law, at or after the Effective Time) now existing in favor of the current or former directors or officers of the Company and any indemnification or other similar agreements Buyer shall honor all of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company ’s obligations 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 and its Subsidiary, as applicable, to, indemnify and hold harmless (and advance funds in respect of each individual who is of the foregoing and costs of defense to the extent that such Person has the right to advancement of expenses from the Company or its Subsidiaries as of the date of this Agreement, provided that such indemnified Person agrees in advance to return any such funds to which a court of competent jurisdiction determines such indemnified party is not ultimately entitled) each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a Time an officer or director or officer of the Company or who is any of its Subsidiaries (together with their respective heirs and representatives, the “D&O Indemnified Parties”), as provided the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company and any Company Subsidiary, or pursuant to any other agreements in effect as of the date of this AgreementAgreement that have been made available to Buyer, in respect of acts or who thereafter commences prior omissions occurring or alleged 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 and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring have occurred at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to by reason of the fullest extent permitted under applicable Legal Requirementsfact that such Persons serving as an officer or director of the Company or any of its Subsidiaries. In For a period of six (6) years from and after the event of any such claimEffective Time, actionthe Company shall, suit or proceedingand Buyer shall cause the Company to, (x) each Indemnified Person will be entitled to maintain in effect the exculpation, indemnification and advancement of expenses incurred in defense thereof from equivalent to the Surviving Corporation provisions of the certificate of incorporation and bylaws (or its Subsidiary, as applicable, in accordance with equivalent organizational documents) of the organizational documents Company and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, Company Subsidiary as in effect on immediately prior to the date Effective Time with respect to acts or omissions occurring, or alleged to have occurred, prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of this Agreementany D&O Indemnified Party without the prior written consent of such D&O Indemnified Party; provided, however, that the Indemnified Person all rights to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate indemnification in the defense respect of any action pending or asserted or any claim made within such matterperiod shall continue until the disposition of such action or resolution of such claim.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to From the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on through the sixth anniversary of the date on which the Effective TimeTime occurs, each of Parent shall cause and the Surviving Corporation shall, jointly and its Subsidiary, as applicable, toseverally, indemnify and hold harmless harmless, to the fullest extent not prohibited by applicable law, each individual person who was or 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 response to a subpoena or 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 or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise 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 person is now, or has been at any time prior to the date of this Agreementhereof, or who becomes prior to the Effective Time, a director or officer of the Company or who is as any 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 its Subsidiaries (the “Indemnified Persons”"Covered Parties"), against from (x) 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 expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys' fees), and (y) any and all losses, claims, lossesdamages, liabilities, damages, judgments, inquiriesfines, fines penalties, settlement payments, awards and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any claim, action, suit or 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), Indemnification Event arising out of or pertaining to the fact that the Indemnified Person Covered Party is or was a an officer or director or officer of the Company or is any of its Subsidiaries (including the taking of any action or was serving at the request of the Company failure to take any action as a director or officer of another Personany Acquired Corporation in connection with the Contemplated Transactions), whether asserted or claimed prior to, at or after the Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In , to advancement of expenses incurred in the event defense of or other participation in any such claim, action, suit suit, proceeding or proceeding, (x) investigation from each Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from Parent and the Surviving Corporation within ten business days of receipt by Parent or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on from the date Covered Party of this Agreementa request therefor; provided, that the Indemnified Person any person to whom expenses are advanced provides an undertaking undertaking, to the extent required by the DGCL, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate in the defense of any such matterindemnification.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company any Acquired Corporation and any indemnification or other similar agreements of the Companyany Acquired Corporation, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Acquired Corporations to perform its their obligations thereunder. Parent shall cause the certificate of incorporation, bylaws and other charter and organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation of director, officer and employee (or comparable) liability that are no less favorable to the Indemnified Persons than those set forth in any Acquired Corporations’ organizational documents as of the Effective Time, which provisions thereafter shall not, for a period of at least six years from the Effective Time, be amended, altered, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Persons, except as required by applicable Legal Requirements. Without limiting the foregoing, during the period commencing at the Effective Time from and ending on the sixth anniversary of after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiary, as applicable, to, Subsidiaries to 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and ; provided that any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that the Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company any Acquired Corporation and any indemnification or other similar agreements of the Companyany Acquired Corporation, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Surviving Corporation and its Subsidiaries to perform its their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of following the Effective Time, Parent shall cause the Surviving Corporation and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, however, that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years Subject to applicable Law, from the Effective Time, Parent agrees that all rights to indemnification, advancement Time through the seventh anniversary of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time (whether asserted or claimed prior tooccurs, at or after the Effective Time) now existing in favor each of the current or former directors or officers of the Company Innovate and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiary, as applicable, to, Company shall indemnify and hold harmless each individual person who is as of now, or has been at any time prior to the date of this Agreement82 hereof, or who becomes prior to the Effective Time, a director or officer of Innovate and its Subsidiaries or the Company or who is as of the date of this Agreementand its Subsidiaries, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person respectively (the “D&O Indemnified PersonsParties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit suit, proceeding or proceedinginvestigation, 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)investigative, arising out of or pertaining to the fact that the D&O Indemnified Person Party is or was a director or officer of Innovate or of the Company or is or was serving at the request any of the Company as their Subsidiaries (each, a director or officer of another Person“Proceeding”), whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Legal RequirementsLaw. In the event of any such claimSubject to applicable law, action, suit or proceeding, (x) each D&O Indemnified Person Party will be entitled to the advancement of expenses incurred in the defense thereof of any Proceeding from each of Innovate and the Surviving Company, jointly and severally, upon receipt by Innovate or the Surviving Company from the Surviving Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and D&O Indemnified Party of a request therefor; provided that any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that the Indemnified Person such person to whom expenses are advanced provides an undertaking to Innovate or the Surviving Company, as applicable, to the extent then required by applicable Law, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person person is not entitled to indemnification. The provisions of the Innovate Charter and Innovate Bylaws with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Innovate that are presently set forth in the Innovate Charter and Innovate Bylaws shall not be indemnified pursuant amended, modified or repealed for a period of seven (7) years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the preceding sentence Effective Time, were officers or directors of Innovate, unless such modification is required by applicable Law. To the extent permitted by applicable Law, the articles of association of the Surviving Company shall contain, and Innovate shall cause the articles of association of the Surviving Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those presently set forth in the Innovate Charter and Innovate Bylaws and the Company Charter. From and after the Effective Time, (yi) the Surviving Corporation Company shall fulfill and its Subsidiary honor in all respects the obligations of the Company to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company Charter 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) Innovate shall reasonably cooperate fulfill and honor in all respects the defense obligations of Innovate to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Innovate Charter or Innovate Bylaws and pursuant to any indemnification agreements between Innovate and such matterD&O Indemnified Parties that were in effect prior to the date of this Agreement, with respect to claims arising out of matters occurring at or prior to the Effective Time.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 any Acquired Corporation pursuant to the organizational documents of the Company and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 5.5(a) of the CompanyCompany Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Acquired Corporations to perform its their 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, and shall cause the Surviving Corporation and its Subsidiary, as applicable, Acquired Corporations to, 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 herebyTransactions), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, Parent shall, and shall cause the Acquired Corporations to, (x) each Indemnified Person will be entitled to pay, in advance of the advancement final disposition of such claim, action, suit or proceeding, any expenses incurred in defense thereof from the Surviving Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that by the Indemnified Person to whom expenses are advanced provides upon receipt of an undertaking by such Indemnified Person to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. The Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation’s Certificate of Incorporation or By-Laws, indemnify and hold harmless each present and former director or officer of AUSA or any of its Subsidiaries (acollectively, the “Indemnified Parties”) For a period against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, “Actions”), (x) arising out of six or pertaining to the transactions contemplated by this Agreement, or (6y) years from the Effective Time, Parent agrees that all rights otherwise with respect to indemnification, advancement of expenses and exculpation from liabilities for any acts or omissions occurring at or prior to the Effective Time (whether asserted Time, to the same extent as provided in Certificate of Incorporation or claimed prior to, at By-Laws of AUSA or after the Effective Time) now existing in favor of the current any applicable contract or former directors or officers of the Company and any indemnification or other similar agreements of the Company, in each case agreement as in effect on the date hereof, in each case for a period of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiary, as applicable, to, 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 and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or three years after the Effective Time; provided, however, that, in the event that any claim or claims for indemnification are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until the fullest extent permitted under applicable Legal Requirementsdisposition of any and all such claims. In the event of any such claimAction (whether arising before or after the Effective Time), action, suit or proceeding, (x) each the Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from Parties shall promptly notify the Surviving Corporation in writing, and the Surviving Corporation shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Parties. The Indemnified Parties shall have the right to employ separate counsel in any such Action and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless (a) the Surviving Corporation has agreed to pay such fees and expenses, (b) the Surviving Corporation shall have failed to assume the defense of such Action or its Subsidiary, as applicable, (c) the named parties to any such Action (including any impleaded parties) include both the Surviving Corporation and the Indemnified Parties and such Indemnified Parties shall have been reasonably advised in accordance writing by counsel that there may be one or more legal defenses available to the Indemnified Parties which are in conflict with those available to the organizational documents and any indemnification or other similar agreements Surviving Corporation. In the event such Indemnified Parties employ separate counsel at the expense of the Surviving Corporation pursuant to clauses (b) or its Subsidiary(c) of the previous sentence, as applicable, as in effect on the date of this Agreement; provided, that (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation; (ii) the Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single Action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that a conflict exists (or group of such Indemnified Person is not entitled to be indemnified pursuant to Persons why among them have no such conflict) may retain one separate law firm in each applicable jurisdiction; (iii) after the preceding sentence Effective Time, the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received; and (yiv) the Surviving Corporation and its Subsidiary shall reasonably will cooperate in the defense of any such matterAction. The Surviving Corporation shall not be liable for any settlement of any such Action effected without its written consent.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 any Acquired Company and any indemnification or other similar agreements of any Acquired Company that, in the case of any current director or officer of the Company, has been made available to Parent, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Acquired Companies to perform its their 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired 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 any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 Transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the any Acquired Company or is or was serving at the request of the any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the NYBCL or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 any Acquired Corporation, including in the Company Company’s certificate of incorporation and bylaws, and any indemnification or other similar agreements of the Companyany Acquired Corporation, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Acquired Corporations to perform its their 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of If any such claim, action, suit or proceedingproceeding arises, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, to the extent provided for in, and in accordance with with, the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company Acquired Companies and any indemnification director or other similar agreements officer of the CompanyAcquired Companies who commences serving in such capacity following the date hereof and prior to the Effective Time in accordance with the terms hereof (the “Indemnified Persons”) as provided in any articles 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, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.5(a) of the Company Disclosure Schedule, shall continue be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to, and its Subsidiary, as applicable, tothe 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”)Person, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit claim or proceedingLegal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing investigative, arising in whole or in part out of actions or omissions in such Indemnified Persons capacity as a director or officer of the Company occurring at or prior to the Effective Time, Time (including this Agreement and in connection with the transactions and actions contemplated herebyby this Agreement), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claimclaim or Legal Proceeding, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim or Legal Proceeding from the Surviving Corporation or its Subsidiary, as applicableCorporation, in accordance with the organizational documents and any indemnification or other similar agreements Contract of the Surviving Corporation or its SubsidiaryCorporation, as applicable, in each case as in effect on the date of this Agreement; provided, that the any Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant indemnification. Notwithstanding anything to the preceding sentence and (ycontrary set forth in this Section 5.5(a) or elsewhere in this Agreement, neither the Surviving Corporation and nor any of its Subsidiary Affiliates (including Parent) shall reasonably cooperate in the defense of be liable for any such mattersettlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Indemnification of Officers and Directors. (a) For a period of six (6) years from From and after the Effective Time, each of Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 shall, jointly and its Subsidiary, as applicable, toseverally, indemnify and hold harmless each individual person who is as of now, or has been at any time prior to the date of this Agreementhereof, or who becomes prior to the Effective Time, a director or officer of the Company or who is as any 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 its Subsidiaries (the “Indemnified PersonsParties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit suit, proceeding or proceedinginvestigation, 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)investigative, arising out of or pertaining to the fact that the Indemnified Person Party is or was a an officer or director or officer of the Company or is any of its Subsidiaries for acts or was serving at omissions occurring prior to the request of the Company as a director or officer of another PersonEffective Time, whether asserted or claimed prior tobefore, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirementsby law. In Each Indemnified Party will be entitled to advancement of expenses incurred in the event defense of any such claim, action, suit suit, proceeding or proceeding, (x) investigation from each Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from Parent and the Surviving Corporation within ten (10) Business Days of receipt by Parent or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on from the date Indemnified Party of this Agreementa request therefore advancement of expenses; provided, that, any such Indemnified Party provides an undertaking, to the extent required by the CGCL, to repay such advancement if it is ultimately determined that the Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person Party is not entitled to be indemnified pursuant indemnified. Nothing in this Section 5.5(a) is intended to alter or diminish the rights of any of the Indemnified Parties under any indemnification agreement between such Indemnified Party and the Company that has been entered into prior to the preceding sentence date of this Agreement and (ythe provisions of this Section 5.5(a) the Surviving Corporation shall be in addition to, and its Subsidiary shall reasonably cooperate not in the defense substitution of, any provisions of any such matterindemnification agreement.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their termsThe Surviving Corporation shall, and Parent shall cause the Company to perform each of 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 and its Subsidiary, as applicable, Subsidiaries to, indemnify and hold harmless each individual who is present and former director or manager (as applicable), officer, fiduciary and agent of the Company and of each of its Subsidiaries (collectively, “Covered Persons”), respectively, to the same extent as such Covered Persons are indemnified as of the date hereof by the Company and each such Subsidiary pursuant to the Constitutional Documents of this Agreementthe Company and each such Subsidiary, respectively, against all costs and expenses (including attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Legal Action (whether such Legal Action arises before or who becomes after the Effective Time but with respect to any act or omission of such Covered Person occurring prior to the Effective Time) arising out of or pertaining to any action or omission in their capacity as an officer, director or manager (as applicable), fiduciary or agent of the Company or one of its Subsidiaries prior to the Effective Time, a director or officer of the Company or who and which Legal Action is as of first filed, brought and asserted before 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 that is six (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or 6) years after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claimLegal Action, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from the Surviving Corporation shall, and shall cause each of its Subsidiaries to, advance, pay or its reimburse the fees and expenses of counsel selected by the Covered Persons to the same extent and in the same manner as provided under the Constitutional Documents of the Company and each such Subsidiary, respectively, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that the Indemnified Person hereof and to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate in the defense of any such matterLegal Action with such counsel; provided that such counsel is reasonably satisfactory to the Surviving Corporation; and provided, further, that in the event that any claim for indemnification or for the advancement, payment or reimbursement of expenses is asserted or made within such six (6)-year period, all rights to indemnification or the advancement, payment or reimbursement of expenses in respect of such claim shall continue until the disposition of such claim.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company any Acquired Corporation and any indemnification or other similar agreements of any Acquired Corporation set forth on Section 6.5(a) of the CompanyCompany Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Acquired Corporations to perform its their 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from From and after the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors directors, officers or officers employees of the Company any Acquired Corporation and any indemnification or other similar agreements of the Companyany Acquired Corporation, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their termsterms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Company Acquired Corporations to perform its their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time from and ending on the sixth anniversary of after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiary, as applicable, to, Subsidiaries to 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years Subject to applicable Law, from the Effective Time, Parent agrees that all rights to indemnification, advancement Time through the seventh anniversary of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the date on which the Effective Time (whether asserted or claimed prior tooccurs, at or after the Effective Time) now existing in favor each of the current or former directors or officers of the Company Radiant and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiary, as applicable, to, Company shall indemnify and hold harmless each individual person who is as of now, or has been at any time prior to the date of this Agreementhereof, or who becomes prior to the Effective Time, a director or officer of Radiant and its Subsidiaries or the Company or who is as of the date of this Agreementand its Subsidiaries, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person respectively (the “D&O Indemnified PersonsParties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit suit, proceeding or proceedinginvestigation, 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)investigative, arising out of or pertaining to the fact that the D&O Indemnified Person Party is or was a director or officer of Radiant or of the Company or is or was serving at the request any of the Company as their Subsidiaries (each, a director or officer of another Person“Proceeding”), whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Legal RequirementsLaw. In the event of any such claimSubject to applicable law, action, suit or proceeding, (x) each D&O Indemnified Person Party will be entitled to the advancement of expenses incurred in the defense thereof of any Proceeding from each of Radiant and the Surviving Company, jointly and severally, upon receipt by Radiant or the Surviving Company from the Surviving Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and D&O Indemnified Party of a request therefor; provided that any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; provided, that the Indemnified Person such person to whom expenses are advanced provides an undertaking to Radiant or the Surviving Company, as applicable, to the extent then required by applicable Law, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person person is not entitled to indemnification. The provisions of the Radiant Charter and Radiant Bylaws with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Radiant that are presently set forth in the Radiant Charter and Radiant Bylaws shall not be indemnified pursuant amended, modified or repealed for a period of seven (7) years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the preceding sentence Effective Time, were officers or directors of Radiant, unless such modification is required by applicable Law. To the extent permitted by applicable Law, the articles Table of Contents of association of the Surviving Company shall contain, and Radiant shall cause the articles of association of the Surviving Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those presently set forth in the Radiant Charter and Radiant Bylaws and the Company Charter. From and after the Effective Time, (yi) the Surviving Corporation Company shall fulfill and its Subsidiary honor in all respects the obligations of the Company to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company Charter 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) Radiant shall reasonably cooperate fulfill and honor in all respects the defense obligations of Radiant to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Radiant Charter or Radiant Bylaws and pursuant to any indemnification agreements between Radiant and such matterD&O Indemnified Parties that were in effect prior to the date of this Agreement, with respect to claims arising out of matters occurring at or prior to the Effective Time.

Indemnification of Officers and Directors. The Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation’s Certificate of Incorporation or By-Laws, indemnify and hold harmless each present and former director or officer of AUSA or any of its Subsidiaries (acollectively, the “Indemnified Parties”) For a period against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, “Actions”), (x) arising out of six or pertaining to the transactions contemplated by this Agreement, or (6y) years from the Effective Time, Parent agrees that all rights otherwise with respect to indemnification, advancement of expenses and exculpation from liabilities for any acts or omissions occurring at or prior to the Effective Time (whether asserted Time, to the same extent as provided in Certificate of Incorporation or claimed prior to, at By-Laws of AUSA or after the Effective Time) now existing in favor of the current any applicable contract or former directors or officers of the Company and any indemnification or other similar agreements of the Company, in each case agreement as in effect on the date hereof, in each case for a period of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiary, as applicable, to, 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 and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or three years after the Effective Time; provided, however, that, in the event that any claim or claims for indemnification are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until the fullest extent permitted under applicable Legal Requirementsdisposition of any and all such claims. In the event of any such claimAction (whether arising before or after the Effective Time), action, suit or proceeding, (x) each the Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from Parties shall promptly notify the Surviving Corporation in writing, and the Surviving Corporation shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Parties. The AGREEMENT AND PLAN OF MERGER Indemnified Parties shall have the right to employ separate counsel in any such Action and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless (a) the Surviving Corporation has agreed to pay such fees and expenses, (b) the Surviving Corporation shall have failed to assume the defense of such Action or its Subsidiary, as applicable, (c) the named parties to any such Action (including any impleaded parties) include both the Surviving Corporation and the Indemnified Parties and such Indemnified Parties shall have been reasonably advised in accordance writing by counsel that there may be one or more legal defenses available to the Indemnified Parties which are in conflict with those available to the organizational documents and any indemnification or other similar agreements Surviving Corporation. In the event such Indemnified Parties employ separate counsel at the expense of the Surviving Corporation pursuant to clauses (b) or its Subsidiary(c) of the previous sentence, as applicable, as in effect on the date of this Agreement; provided, that (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation; (ii) the Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single Action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that a conflict exists (or group of such Indemnified Person is not entitled to be indemnified pursuant to Persons why among them have no such conflict) may retain one separate law firm in each applicable jurisdiction; (iii) after the preceding sentence Effective Time, the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received; and (yiv) the Surviving Corporation and its Subsidiary shall reasonably will cooperate in the defense of any such matterAction. The Surviving Corporation shall not be liable for any settlement of any such Action effected without its written consent.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 Company any Acquired Corporation and any indemnification or other similar agreements of any Acquired Corporation set forth on Section 3.9(a)(xvi) of the CompanyCompany Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Acquired Corporations to perform its their 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the Table of Contents organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees The Parties agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 any Acquired Corporation under the certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, as applicable, and those agreements listed in Section 3.9(a)(xvii) of the Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this AgreementDisclosure Schedule, shall continue in full force and effect in accordance with their terms, and Parent the Acquired Corporations shall cause the Company to perform its their obligations thereunder, in each case, for a period of six (6) years from the Effective Time. Without limiting the foregoing, during the for a period commencing at the Effective Time and ending on the sixth anniversary of six (6) years from the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiary, as applicable, to, 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 any Acquired Corporation 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 any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company any Acquired Corporation or is or was serving at the request of the Company any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will shall be entitled to the advancement of expenses incurred in defense thereof from the Surviving Corporation Parent or any of its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this AgreementSubsidiaries; provided, provided that the Indemnified Person to whom expenses are advanced provides an undertaking to repay such amount if it shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation Indemnified Persons and Parent shall, and Parent shall cause its Subsidiary shall Subsidiaries to, reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the 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 any Acquired Company and any indemnification or other similar agreements of any Acquired Company that, in the case of any current director or officer of the Company, has been made available to Parent, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company Acquired Companies to perform its their 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 and its SubsidiarySubsidiaries to, as applicable, toand 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 any Acquired 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 any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or 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 Transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the any Acquired Company or is or was serving at the request of the any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in the defense thereof of any such claim, action, suit or proceeding from the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its SubsidiarySubsidiaries, as applicable, as in effect on the date of this Agreement; provided, provided that the any Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the WBCA or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence indemnification and (y) the Surviving Corporation and its Subsidiary Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) For a period of six (6) years from From and after the Effective Time, Parent agrees and/or Merger Sub shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify and hold harmless the current directors and officers of the Company to the fullest extent permitted under applicable Legal Requirement and the Organizational Documents (and Parent and/or Merger Sub shall cause the Surviving Corporation to, and the Surviving Corporation shall, also advance expenses to such persons as incurred to the fullest extent permitted under applicable Legal Requirement and the Organizational Documents; provided, that, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that all rights such person is not entitled to indemnification), advancement of expenses each present and exculpation from liabilities for acts or omissions occurring at or prior to the 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 director and officer of the Company and any indemnification or other similar agreements of the Companyits Subsidiaries (collectively, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company 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 and its Subsidiary, as applicable, to, 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 any and all costs, expenses (including reasonable attorneys’ fees), against all claimsjudgments, fines, losses, liabilitiesclaims, damages, judgments, inquiries, fines damages and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, liabilities incurred in connection with any claimaction, actionarbitration, audit, hearing, litigation, suit or proceeding, other similar proceeding (whether civil, criminal, administrative or investigative governmental) (including with respect each an “Action”), arising out of or pertaining to any action or omission or matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective TimeContemplated Transactions, to the fullest same extent permitted under as provided in the Organizational Documents, or any other applicable Legal Requirements. In the event of any such claimcontract, action, suit or proceeding, (x) each Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from the Surviving Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiary, as applicable, as in effect on the date of this Agreement; hereof, provided, that that, the Surviving Corporation shall not be required to provide indemnification to the Indemnified Persons with respect to claims initiated by the Indemnified Person, and not by way of defense, counterclaim or cross claim, except for (i) actions or proceedings brought by an Indemnified Person to whom expenses are advanced provides establish a right under or to enforce an undertaking Indemnified Person’s entitlement to repay indemnification, (ii) such amount if it shall ultimately be determined actions approved by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence and Company Board, or (yiii) the Surviving Corporation and its Subsidiary shall reasonably cooperate in the defense of any such matteras otherwise required under applicable Legal Requirement.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to From the 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 Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on through the sixth anniversary of the date on which the Effective TimeTime occurs, Parent the Company shall cause the Surviving Corporation and its Subsidiary, as applicable, to, continue to indemnify and hold harmless each individual person who is as of now, or has been at any time prior to the date of this Agreementhereof, or who becomes prior to the Effective Time, a director or officer of Forza or 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 “D&O Indemnified PersonsParties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursementsdisbursements (collectively, “Costs”), incurred in connection with any claim, action, suit suit, proceeding or proceedinginvestigation, 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)investigative, arising out of or pertaining to the fact that the D&O Indemnified Person Party is or was a director or officer of Forza or the Company or is or was serving at the request of the Company as a director or officer of another PersonCompany, whether asserted or claimed prior to, at or after the Effective Time, in each case as and to the fullest same extent permitted under as such D&O Indemnified Party is entitled to advancement of expenses as of the date of this Agreement by Forza or the Company pursuant to the certificate of incorporation and bylaws of Forza and of the Company in effect on the date of this Agreement or any applicable Legal Requirements. In indemnification agreement disclosed in Forza’s or the event Company’s most recent Form 10-K. Each D&O Indemnified Party will be entitled to advancement of reasonable and documented expenses incurred in the defense of any such claim, action, suit suit, proceeding or proceeding, (x) each investigation from the Company to the same extent as such D&O Indemnified Person will be Party is entitled to the advancement of expenses incurred in defense thereof from the Surviving Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation date of this Agreement by Forza or its Subsidiary, as applicable, as the Company pursuant to the certificate of incorporation and bylaws of Forza and of the Company in effect on the date of this AgreementAgreement or any applicable indemnification agreement disclosed in Forza’s or the Company’s most recent Form 10-K, upon receipt by the Company or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided, that the Indemnified Person any person to whom expenses are advanced provides an a written undertaking to repay such amount advances if it shall is ultimately be determined by final adjudication that such Indemnified Person person is not entitled to be indemnified pursuant to the preceding sentence and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate in the defense of any such matterindemnification.