Common use of Indemnified Persons Clause in Contracts

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Group pursuant to (i) the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, and (ii) any indemnification agreements between a member of the Company Group and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of a member of the Company or any of its Subsidiaries Group prior to the Effective Time), on the other hand ) (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same formemployees, in all material respectseach case, as for any acts or omissions by such Indemnified Persons or employees occurring prior to the form of indemnification agreement filed with the Company SEC ReportsEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreementhereof. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Lawlaw.

Indemnified Persons. The Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form), in all material respects, as effect on the form date of indemnification agreement filed with the Company SEC Reportsthis Agreement and made available to Parent (“Existing Indemnification Agreements”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable for periods prior to the Effective Time as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws Bye-Laws and the other similar organizational documents Organizational Documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its the Company Subsidiaries pursuant to the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Company Subsidiaries, and any indemnification agreements in effect as of the date of this Agreement as set forth in Section 3.9(a)(ix) of the Company Disclosure Letter between the Company and any of its the Company Subsidiaries, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its the Company Subsidiaries prior to the Effective Time), on the other hand (collectively, and whether or not they are parties to any such indemnification agreements, the “Indemnified Persons”) set forth on Section 6.10 with respect to any Legal Proceeding in which such Indemnified Person may be involved or with which he or she may be threatened (an “Indemnified Person Proceeding”) (A) by reason of such Indemnified Person’s being or having been such director or officer or an employee or agent of any Acquired Entity or otherwise in connection with any action taken or not taken at the Company Disclosure Letter request of any Acquired Entity or that use (B) arising out of such Indemnified Person’s service in connection with any other corporation or organization for which he or she serves or has served as director, officer, employee, agent, trustee or fiduciary at the same form, in all material respects, as the form request of indemnification agreement filed with the Company SEC Reportsany Acquired Entity. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the CompanyCompany Subsidiaries, as applicable, as of in effect on the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for advancement or indemnification pursuant to Section 6.10(b6.9(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will shall (and Parent will and Proton Parent shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements (to the extent made available to Parent prior to the date hereof) in effect as of the date hereof between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will and Proton Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents Organizational Documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Each of the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the its obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company it and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries it prior to the Effective Time), on the other hand ) (collectively, the “Indemnified Persons”) set forth on Section 6.10 6.8 of the Company Disclosure Letter or that use the same form, form in all material respects, respects as the form of indemnification agreement filed with the Company SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, each of the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates its certificate of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and or the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b6.8(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of adverse to any applicable Indemnified Persons except as required by applicable Law.

Indemnified Persons. The During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 of ), in each case, pursuant to an indemnification agreement in substantially the form filed as an exhibit to the Company’s Form 10-K filed by the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reportson February 21, 2024 (such agreements, the “D&O Indemnification Agreements”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents Organizational Documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons Persons, except as required by applicable Law.

Indemnified Persons. The Surviving Corporation From and after the Closing, the Company and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements entered into before the date of this Agreement between the Company and any of its Subsidiaries, on the one hand, Subsidiaries and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand Closing) (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports). In addition, during the period commencing at the Effective Time Closing and ending on the sixth (6th) anniversary of the Effective TimeClosing, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Charter, Bylaws and its Subsidiaries to) cause other similar organizational documents of the Company and certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Company’s Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries Company and the certificates of incorporation, bylaws and other similar organizational documents of the Company’s Subsidiaries, as applicable, as of the date of this Agreement. During such six-six (6) year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Acquired Companies pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current each present and former director, officer or former directors or officers (and any person who becomes a director or officer employee of the Company or any of its Subsidiaries and any other Person that is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company or its Subsidiaries, together with such person’s heirs, executors or administrators (and any person who has such role prior to the Effective Time), on the other hand ) (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b6.9(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons thereunder except as required by applicable Law.

Indemnified Persons. The During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Group pursuant to any indemnification agreements between (that are substantially in the form disclosed in the Company SEC Reports or that have been made available to Parent prior to the date hereof) between a member of the Company Group and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of a member of the Company or any of its Subsidiaries Group prior to the Effective Time), on the other hand ) (collectively, the “Indemnified Persons”) set forth on Section 6.10 of or employees for any acts or omissions by such Indemnified Persons or employees occurring prior to the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC ReportsEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws bylaws, and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreementhereof. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b7.7(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any adverse manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Lawlaw.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, fulfill in all respects, respects the obligations of the Company under any and its Subsidiaries pursuant to any all (i) indemnification agreements (A) listed in Section 3.12(xiii) of the Company Disclosure Letter between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or and officers and (B) between the Company and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on Time to the other hand extent permitted pursuant to the terms of this Agreement (collectively, provided that any such indemnification agreement entered into with any person who becomes a director or officer of the Company following the date of this Agreement in accordance with the terms hereof shall be in substantially the same form as the indemnification agreements listed in Section 3.12(xiii) of the Company Disclosure Letter) (the “Indemnified Persons”) set forth on Section 6.10 and (ii) the indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company Disclosure Letter or that use in effect on the same form, in all material respects, as the form date of indemnification agreement filed with the Company SEC Reportsthis Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, incorporation and bylaws (and other similar organizational documents documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth contained in the Charter, the Bylaws certificates of incorporation and the bylaws (or other similar organizational documents documents) of the Subsidiaries of the Company, as applicable, Company as of the date of this Agreement. During , and during such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may shall not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons Person except as required by applicable Law.

Indemnified Persons. The Surviving Corporation During the period commencing at the Effective Time and its Subsidiaries will ending on the sixth (and 6th) anniversary of the Effective Time (except to the extent that the indemnification agreement provides for an earlier termination), Parent will shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, to honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements in effect prior to the date hereof between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors directors, members, managers or officers (and any person who becomes a director director, member, manager or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or ); provided that use the same form, in all material respects, as the form of such indemnification agreement filed with the Company SEC Reportsshall be subject to any limitations imposed from time to time by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will shall cause the Surviving Corporation Corporation’s and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries Subsidiaries’ respective Organizational Documents to contain provisions with respect to indemnification, exculpation and the advancement of expenses of the Indemnified Persons that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries Organizational Documents of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Persons Person in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth in effect on Section 6.10 of the Company Disclosure Letter or that use the same formFebruary 4, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports2024. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementFebruary 4, 2024. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respectsrespects to the extent permitted under applicable Law, the obligations of the Company and its the Company Subsidiaries pursuant to any indemnification agreements that have been provided to Parent between the Company and any of its the Company Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer employee of the Company or any of its the Company Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement Date. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b6.9(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Subject to Section 6.10(d), the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respectsrespects to the extent permitted under applicable Law, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between set forth in the Company Charter and the Bylaws as in effect on the date of this Agreement with respect to any of its Subsidiaries, on the one hand, and any of their respective Company’s current or former directors or and officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”). (For avoidance of doubt: (i) set forth on Section 6.10 of the Company Disclosure Letter or that use the same formParent will honor and fulfill, in all material respects, the obligations of the Parent pursuant to any indemnification agreements set forth in the Charter and the Bylaws as in effect on the form date of indemnification agreement filed this Agreement with respect to any of the Company SEC Reports. Parent’s current or former directors and officers for any acts taken in their respective capacities as directors or officers of Parent; and, (ii) no director or officer of Parent, upon such person’s resignation, removal or other termination from such directorship or office, shall be held liable for any acts taken by Parent, its directors or officers after such person’s resignation, removal or other termination from such directorship or office.) In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates articles of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable to the Indemnified Persons as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, Charter and the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, will (and Parent will cause the Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Subsidiaries, as the case may be, pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth on Section 6.10 of ), to the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reportsextent permitted by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, will (and Parent will cause the Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-six (6) year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect adverse to the rights thereunder of any Indemnified Persons beneficiaries thereof except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Acquired Companies pursuant to (i) any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) either set forth on Section 6.10 of the Company Disclosure Letter Letter, filed with the Company SEC Reports or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement and honor and fulfill, in all respects, such indemnification, exculpation and advancement of expenses provisions. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b)6.10, whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons Person except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Acquired Companies pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) ), which indemnifications are set forth on Section 6.10 of the Company Disclosure Letter Letter, filed with the Company SEC Reports or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement and honor and fulfill, in all respects, such indemnification, exculpation and advancement of expenses provisions. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longer6.10, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons Person except as required by applicable Law.

Indemnified Persons. The From and after the Effective Time through the six-year anniversary of the date on which the Effective Time occurs, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any and all provisions of any certificate of incorporation, bylaws or other similar organizational documents of the Company or its Subsidiaries and any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, Subsidiaries and any of their respective current or former directors or officers (and any person Person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth on Section 6.10 of for any acts or omissions by such Indemnified Persons occurring prior to the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC ReportsEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement that have been made available to Parent prior to the date hereof. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Lawlaw.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years from and after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Group pursuant to any indemnification agreements (including any indemnification provisions included in any employment agreement) between a member of the Company and any of its Subsidiaries, on the one hand, Group and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries Group prior to the Effective Time), on the other hand ) (collectively, the “Indemnified Persons”) set forth on Section 6.10 of for any acts or omissions by such Indemnified Persons occurring prior to the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC ReportsEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect adverse to the rights thereunder of any Indemnified Persons beneficiaries thereof except as required by applicable Law.

Indemnified Persons. The From and after the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements Table of Contents between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter (whether or that use the same formnot a party to an indemnification agreement), in all material respects, as effect on the form date of indemnification agreement filed with the Company SEC Reportsthis Agreement and made available to Parent (“Existing Indemnification Agreements”). In addition, during the period commencing at from and after the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable for periods prior to the Effective Time as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents Organizational Documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation Parent and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries (i) pursuant to the Organizational Documents of the Company and its Subsidiaries, as in effect on the date hereof, and (ii) under any indemnification agreements in effect on the date hereof between the Company and any of its SubsidiariesSubsidiaries or Affiliates, on the one hand, and any of their respective current or former directors directors, officers, employees or officers agents (and any person who becomes a director director, officer, employee or officer agent of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 ), arising out of or relating to actions or omissions in their capacity as such occurring up to and including the Company Disclosure Letter or that use the same formEffective Time, including in all material respects, as the form of indemnification agreement filed connection with the Company SEC Reportsapproval of this Agreement and the transactions contemplated hereby. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will Parent shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses of the Indemnified Parties that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents Organizational Documents of the Subsidiaries of the Company, as applicable, Company as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of be adverse to any Indemnified Persons Person except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its SubsidiariesSubsidiaries or Affiliates, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 of with respect to any acts or omissions by such Indemnified Persons occurring prior to the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC ReportsEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents Organizational Documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth on Section 6.10 of the Company Disclosure Letter or that use the same form, form in all material respects, respects as the form of indemnification agreement filed with the Company SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, ) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries (i) pursuant to any indemnification agreements between the Company and any of its SubsidiariesSubsidiaries or Affiliates, on the one hand, and any of their respective current or former directors directors, officers, employees or officers agents (and any person who becomes a director director, officer, employee or officer agent of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) set forth on Section 6.10 and (ii) with respect to rights of exculpation, indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the Effective Time (including matters arising in connection with the Transactions), now existing in favor of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC ReportsIndemnified Persons. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation exculpation, contribution and the advancement of expenses that are at least as favorable as the indemnification, exculpation exculpation, contribution and advancement of expenses provisions set forth in the Charter, Organizational Documents of the Bylaws Company and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to any indemnification agreements between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”) set forth in effect on Section 6.10 of the Company Disclosure Letter or that use the same form, in all material respects, as the form of indemnification agreement filed with the Company SEC Reportsdate hereof. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons except as required by applicable Law.