Common use of Continuation of Indemnification Clause in Contracts

Continuation of Indemnification. Parent and the Company agree that after the Closing, the Surviving Company shall continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, each of the Company's and the Company Subsidiaries' present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing. The Surviving Company shall retain or include in its certificate of incorporation and bylaws and the comparable Organizational Documents of its Subsidiaries any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of the date hereof for the benefit of the Company's and the Company Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, employees and agents). If the Surviving Company merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, the Surviving Company shall make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of the Surviving Company under this Section 6.5. The obligations set forth in this Section 6.5 shall continue for a period of six (6) years following the Closing, and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents of the Company or any of the Company Subsidiaries as of the date hereof.

Continuation of Indemnification. Parent Buyer and the Company Seller agree that that, after the Closing, Buyer shall cause the Surviving Company shall and the Company Subsidiaries to continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, each of the Company's ’s and the Company Subsidiaries' ’ present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its and the Company Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, and in furtherance thereof to advance to such present and former directors, officers, employees and agents expenses associated with any such action, suit or proceeding to the fullest extent permitted by law. The Surviving Buyer shall cause the Company shall and the Company Subsidiaries to retain or include in its certificate of incorporation and bylaws by-laws and the comparable Organizational Documents of its Subsidiaries organizational documents any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of immediately prior to the date hereof Closing for the benefit of the Company's and ’s, the Company Subsidiaries' ’ officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, directors employees and agents). If the Surviving Company or any Company Subsidiary merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, Buyer shall cause the Surviving Company shall or the Company Subsidiary to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of the Surviving Company under this Section 6.5. The obligations set forth in this Section 6.5 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its the Company Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of the Company Subsidiaries as of the date hereofSubsidiaries.

Continuation of Indemnification. Parent and the Company agree that after the Closing, the Surviving Company Corporation shall continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, to the fullest extent permitted by applicable Law. The Surviving Company Corporation shall retain or include in its certificate Certificate of incorporation Incorporation and bylaws By-Laws and the comparable Organizational Documents organizational documents of its the Subsidiaries any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of immediately prior to the date hereof Closing for the benefit of the Company's and the Company Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, employees and agents). If the Surviving Company Corporation merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, the Surviving Company Corporation shall make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of the Surviving Company Corporation under this Section 6.57.11. The obligations set forth in this Section 6.5 7.11 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents Certificate of Incorporation or By-Laws of the Company or the comparable organizational documents of any of the Company Subsidiaries as of the date hereof. Notwithstanding the foregoing, the Surviving Corporation shall not be required to indemnify any person pursuant to this Section 7.11 in respect of any conduct that is finally adjudicated by a court of competent jurisdiction to constitute fraud or willful misconduct of such person.

Continuation of Indemnification. Parent and the Company agree Buyer agrees that after the Closing, Buyer shall, or shall cause the Surviving Company shall to continue to to, indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, to the fullest extent permitted by any applicable Law. The Surviving Company Buyer shall retain or include in its certificate the Articles or Certificate of incorporation Incorporation and bylaws and By-Laws or Code of Regulations of the comparable Organizational Documents of its Subsidiaries Company any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of on the date hereof Closing Date for the benefit of the Company's and the Company Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, directors employees and agents) provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. Buyer shall cause the persons serving as officers and directors of the Company immediately prior to the Closing to be covered for a period of three (3) years from the Closing Date by the directors' and officers' liability insurance policy or extended discovery insurance maintained by the Company (provided that Buyer or the Company may substitute therefor policies of at least the same coverage and amounts and which contain terms and conditions that are, when taken as a whole, not less advantageous in any material respect to such directors and officers of the Company than the terms and conditions of such existing policy) with respect to acts or omissions occurring prior to the Closing Date which were committed by such officers and directors in their capacity as such; provided, however, that the Company shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof by the Company for such insurance (the "Current Premium"). If such premium for such insurance would at any time exceed 200% of the Surviving Current Premium, then the Company shall cause to be maintained policies of insurance which, in the Company's good faith determination, provide the maximum dollar loss coverage available at an annual premium equal to 200% of the Current Premium. If the Company merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, Buyer shall make and shall cause the Surviving Company shall to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of Buyer and the Surviving Company under this Section 6.58.1.5. The obligations set forth in this This Section 6.5 8.1.5 shall survive the Closing and continue for a period of six (6) years following (except that the Closing, foregoing provision regarding Directors and Officers Liability Insurance shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to apply for the sixth (6ththree-year period applicable thereto) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent or employee who has held such capacity on or immediately prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents Articles or Certificate of the Company Incorporation or any By-Laws or Code of the Company Subsidiaries Regulations as of the date hereof.

Continuation of Indemnification. Parent and the Company agree Acquisition agrees that after the Closing, the Surviving Company Closing it shall cause Communications and its Subsidiaries to continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directors, managers, officers, employees and agentsagents of Communications and its Subsidiaries, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business businesses of the Company Communications or any of its Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, to the fullest extent permitted by any applicable Law. The Surviving Company Acquisition shall retain or include in its certificate cause the persons serving as officers and directors of incorporation Communications and bylaws and the comparable Organizational Documents of its Subsidiaries any indemnification provision immediately prior to the Closing Date to be covered for a period of three (3) years from the Closing Date by the directors’ and officers’ liability insurance policy or provisionsextended discovery insurance maintained by Communication and its Subsidiaries (provided that Acquisition, including provisions respecting the advancement Company or the Subsidiaries may substitute therefor policies of expensesat least the same coverage and amounts and which contain terms and conditions that are, when taken as a whole, not less advantageous to such directors and officers than the terms and conditions of such existing policy) with respect to acts or omissions occurring prior to the Closing Date which were committed by such officers and directors in effect their capacity as such; provided, however, that (i) Communications and its Subsidiaries shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof for such insurance (the benefit “Current Premium”) and (ii) such policies may in the sole discretion of the Company's and Surviving Corporation be one or more “tail” policies for all or a portion of the Company Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same three (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, employees and agents)3) years. If such premium for such insurance required to be maintained pursuant to this Section 7.2.6 would at any time exceed 200% of the Surviving Company merges Current Premium, then Acquisition shall cause to be maintained policies of insurance which, in good faith determination, provide the maximum dollar loss coverage available at an annual premium equal to 200% of the Current Premium. If any of the Acquired Companies merge into, consolidates consolidate with or transfers transfer all or substantially all of its their assets to another Person, then and in each such case, Acquisition shall make and shall cause the Surviving Company shall Acquired Companies to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of Acquisition and the Surviving Company Acquired Companies under this Section 6.57.2.6. The obligations set forth in this This Section 6.5 shall continue for a period of six (6) years following the Closing, and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are 7.2.6 is intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries Acquired Companies or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents Certificate of the Company Incorporation, Articles of Incorporation, Code of Regulations or any of the Company Subsidiaries By-Laws as of the date hereof.

Continuation of Indemnification. Parent and the Company agree Purchaser agrees that after the Closing, Closing it shall cause Company and the Surviving Company shall Subsidiaries to continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' their present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending actionactions, suit suits or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding proceedings relating to the business businesses of the Company or its the Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, to the fullest extent permitted by the organizational documents of Company and the Subsidiaries or by Applicable Law. The Surviving Company Purchaser shall retain or include in its certificate the organizational documents of incorporation and bylaws Company and the comparable Organizational Documents of its Subsidiaries any indemnification provision or and exculpation provisions, including provisions respecting the advancement of expenses, substantially similar to those in effect as of on the date hereof Closing Date for the benefit of the Company's and the Company Subsidiaries' (current or former) officers, directors, managers, employees and agents, and shall not thereafter amend the same (except as required by changes in Applicable Law or to the extent that such amendment preserves, increases preserves or broadens the indemnification or other rights theretofore available to such officers, directors, managers, directors employees and agents). If the Surviving Company merges or any Subsidiary merge into, consolidates consolidate with or transfers transfer all or substantially all of its their assets to another Personperson, then and in each such case, the Surviving Company Purchaser shall make and shall cause such person to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of Purchaser, Company and the Surviving Company Subsidiaries under this Section 6.55.16. The obligations set forth in this This Section 6.5 5.16 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents of the Company or any of the Company Subsidiaries as of the date hereofDate.

Continuation of Indemnification. Parent and the Company agree that after Following the Closing, Buyer agrees to cause the Surviving Company shall continue to Acquired Companies to, in accordance with their respective Charter Documents, indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directors, officers, managers, officerspartners, employees and agentsagents of the Acquired Companies, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business businesses of the Company or its Subsidiaries Acquired Companies or the status of such individual as a director, officer, manager, partner, employee or agent at or prior to the Closing, to the fullest extent permitted by any applicable Law. The Surviving Company shall retain Buyer agrees not to amend or include in its certificate of incorporation and bylaws and modify the comparable Organizational Charter Documents of its Subsidiaries any of the Acquired Companies with respect to any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of on the date hereof Closing Date for the benefit of the Company's and the Company Subsidiaries' (current or former) officers, directors, managers, partners, employees and agents, and shall not thereafter amend the same agents (except to the extent that such amendment preserves, increases preserves or broadens the indemnification or other rights theretofore available to such officers, directors, managers, directors employees and agents). Buyer shall cause the persons serving as officers and directors of the Acquired Companies immediately prior to the Closing Date to be covered for a period of six (6) years from the Closing Date by the directors’ and officers’ liability insurance policy or extended discovery insurance maintained by the Acquired Companies (provided that Buyer, the Company or the Subsidiary may substitute therefor policies of at least the same coverage and amounts and which contain terms and conditions that are, when taken as a whole, not less advantageous to such directors and officers than the terms and conditions of such existing policy) with respect to acts or omissions occurring prior to the Closing Date which were committed by such officers and directors in their capacity as such; provided, however, that the Acquired Companies shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 150% of the annual premiums paid as of the date hereof for such insurance (the “Current Premium”). If such premium for such insurance required to be maintained pursuant to this Section would at any time exceed 150% of the Surviving Company merges Current Premium, then Buyer shall cause to be maintained policies of insurance which, in good faith determination, provide the maximum dollar loss coverage available at an annual premium equal to 150% of the Current Premium. If any of the Acquired Companies merge into, consolidates consolidate with or transfers transfer all or substantially all of its their assets to another Person, then and in each such case, Buyer shall make and shall cause the Surviving Company shall Acquired Companies to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of Buyer and the Surviving Company Acquired Companies under this Section 6.5to the extent such assumption does not occur by operation of Law. The obligations set forth in this This Section 6.5 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, manager, partners, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is at any time during such six-year period entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Charter Documents of the Company or any of the Company Subsidiaries as of the date hereof.

Continuation of Indemnification. Parent and the Company agree that after Following the Closing, Buyer agrees to cause each Acquired Company, including the Surviving Company shall continue to Corporation, to, in accordance with its Charter Documents, indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directorsdirectors and officers of such Acquired Company, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law Law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of such Acquired Company, the Company or its Subsidiaries consummation of the Merger (including any claim in respect of Dissenting Shares) or the status of such individual as a director, officer, employee director or agent at or officer prior to the Closing, to the fullest extent permitted by any applicable Law. The Buyer agrees to unconditionally guarantee the obligations of the Surviving Company shall retain Corporation pursuant to the preceding sentence. Buyer further agrees not to amend or include in its certificate of incorporation and bylaws and modify the comparable Organizational Charter Documents of its Subsidiaries any Acquired Company with respect to any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of on the date hereof Closing Date for the benefit of the Company's and the Company Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same (current or former) directors or officers (except to the extent that such amendment preserves, increases preserves or broadens the indemnification or other rights theretofore available to such directors or officers, directors, managers, employees and agents). If the Surviving Company merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, the Surviving Company shall make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of the Surviving Company under this This Section 6.5. The obligations set forth in this Section 6.5 7.2.6 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent director or employee officer of an Acquired Company who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is at any time during such six (6) year period entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Charter Documents of the such Acquired Company or any as of the date hereof. The provisions of this Section 7.2.4 are intended to be for the benefit of, and shall be enforceable by, each indemnified party and his or her heirs and representatives. This Section 7.2.4 shall continue for a period of six (6) years following the Closing and is intended to benefit each director or officer of an Acquired Company Subsidiaries who has held such capacity on or prior to the Closing Date and is now or at any time during such six (6) year period entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Charter Documents of such Acquired Company as of the date hereof.

Continuation of Indemnification. Parent Purchaser and the Company agree that after the Closing, the Surviving Company Corporation shall continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company its Subsidiaries' present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, to the fullest extent permitted by applicable Law. The Surviving Company Corporation shall retain or include in its certificate Certificate of incorporation Incorporation and bylaws By-Laws and the comparable Organizational Documents organizational documents of its the Subsidiaries any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of immediately prior to the date hereof Closing for the benefit of the Company's and the Company its Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, employees and agents). If the Surviving Company Corporation merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, the Surviving Company Corporation shall make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of the Surviving Company Corporation under this Section 6.57.07. The obligations set forth in this Section 6.5 7.07 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents Certificate of Incorporation or By-Laws of the Company or the comparable organizational documents of any of the Company Subsidiaries as of the date hereof. Notwithstanding the foregoing, the Surviving Corporation shall not be required to indemnify any person pursuant to this Section 7.07 in respect of any conduct that is finally adjudicated by a court of competent jurisdiction to constitute fraud or willful misconduct of such person.

Continuation of Indemnification. Parent The Acquired Companies shall, in accordance with their respective Certificate of Incorporation and By-Laws or the Company agree that after the ClosingArticles of Incorporation and Code of Regulations or other organizational document, the Surviving Company shall continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directors, officers, managers, officerspartners, employees and agentsagents of the Acquired Companies, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business businesses of the Company or its Subsidiaries Acquired Companies or the status of such individual as a director, officer, manager, partner, employee or agent at or prior to the Closing, to the fullest extent permitted by any applicable Law. The Surviving Company shall retain Buyer agrees not to amend or include in its certificate modify the Certificate of incorporation Incorporation and bylaws By-Laws or the Articles of Incorporation and Code of Regulations, or other organizational document, as the comparable Organizational Documents case may be, of its Subsidiaries each of the Acquired Companies with respect to any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of on the date hereof Closing Date for the benefit of the Company's and the Company Subsidiaries' (current or former) officers, directors, managers, partners, employees and agents, and shall not thereafter amend the same agents (except to the extent that such amendment preserves, increases preserves or broadens the indemnification or other rights theretofore available to such officers, directors, managers, directors employees and agents). If any of the Surviving Company merges Acquired Companies merge into, consolidates consolidate with or transfers transfer all or substantially all of its their assets to another Person, then and in each such case, Buyer shall make and shall cause the Surviving Company shall Acquired Companies to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of Buyer and the Surviving Company Acquired Companies under this Section 6.58.2.7 to the extent such assumption does not occur by operation of Law. The obligations set forth in this This Section 6.5 8.2.7 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, manager, partners, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is at any time during such six-year period entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents Certificate of the Company Incorporation, Articles of Incorporation, Code of Regulations, By-Laws or any of the Company Subsidiaries other organizational document as of the date hereof.

Continuation of Indemnification. Parent (a) After the Closing, Buyer shall cause the Company and the Company agree that after the Closing, the Surviving Company shall Subsidiaries to continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, each of the Company's ’s and the Company Subsidiaries' ’ present and former directors, managers, officers, employees employees, and agents, in each case in their capacities as such, from and against all damages, costs costs, and expenses actually incurred or suffered in connection with any threatened or pending action, suit suit, or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its and the Company Subsidiaries or the status of such individual as a director, officer, employee employee, or agent at or prior to the Closing, and in furtherance thereof to advance to such present and former directors, managers, officers, employees, and agents expenses associated with any such action, suit, or proceeding to the fullest extent permitted (a) by Law, (b) as would have been permitted by the Organizational Documents in effect as of the date of this Agreement, and (c) pursuant to any agreement that provides for indemnification by the Company or any Company Subsidiary for the foregoing Persons in effect as of the date of this Agreement which has been provided to Buyer prior to the date hereof. The Surviving Buyer shall cause the Company shall and the Company Subsidiaries to retain or include in its certificate of incorporation and bylaws and the comparable their respective Organizational Documents of its Subsidiaries any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of immediately prior to the date hereof Closing for the benefit of each of the Company's ’s and the each Company Subsidiaries' Subsidiary’s officers, managers, directors, managersemployees, employees and agents, agents and shall not thereafter amend the same in any material respect (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, managers, directors, managersemployees, employees and agents). If If, after the Surviving Closing, the Company or any Company Subsidiary merges into, consolidates with with, or transfers all or substantially all of its assets to another Person, then and in each such case, case Buyer shall cause the Surviving Company shall or such Company Subsidiary to make proper provision so that the surviving or resulting corporation entity or the transferee in such transaction shall assume the obligations of the Surviving Company or such Company Subsidiary, as applicable under this Section 6.5. The obligations set forth in this Section 6.5 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit suit, or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and such obligations are intended to benefit each director, manager, officer, agent agent, or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries Company Subsidiary or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the applicable Organizational Documents of the Company or any of the Company Subsidiaries as of the date hereofDocuments.

Continuation of Indemnification. Parent Seller and the Company Buyer Parties agree that after the Closing, the Surviving Buyer Parties shall cause the Company shall and the Company Subsidiaries to continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, each of the Company's ’s and the Company Subsidiaries' ’ present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its the Company Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing. The Surviving After the Closing, the Buyer Parties shall cause the Company shall and each Company Subsidiary to retain or include in its certificate of incorporation and bylaws and the comparable Organizational Documents of its Subsidiaries any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of immediately prior to the date hereof Closing for the benefit of the Company's and the ’s or such Company Subsidiaries' Subsidiary’s officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, employees and agents). If If, after the Surviving Closing, the Company or any Company Subsidiary merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, the Surviving Buyer Parties shall cause the Company shall or any Company Subsidiary to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of the Surviving Company or any Company Subsidiary under this Section 6.5. The obligations set forth in this Section 6.5 shall continue for a period of six (6) years following the Closing, and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries Company Subsidiary or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents of the Company or any of the Company Subsidiaries Subsidiary as of the date hereof.

Continuation of Indemnification. Parent and the Company agree that after Following the Closing, Buyer will cause the Surviving Company shall continue to Acquired Companies to, in accordance with their respective Organizational Documents, indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directorsdirectors and officers of the Acquired Companies, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding Proceeding at law Law or in equity by any Person or any arbitration or administrative or other proceeding Proceeding relating to the business businesses of the Company or its Subsidiaries Acquired Companies or the status of such individual as a director, officer, employee director or agent at or officer prior to the Closing. The Surviving Company shall retain or include in its certificate of incorporation and bylaws and , to the comparable fullest extent contemplated under the respective Organizational Documents of its Subsidiaries the Acquired Companies as of the date hereof. Buyer will not amend or modify the Organizational Documents of any of the Acquired Companies with respect to any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of on the date hereof Closing Date for the benefit of the Company's and the Company Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same (current or former) directors or officers (except to the extent that such amendment preserves, increases preserves or broadens the indemnification or other rights theretofore available to such directors or officers, directors, managers, employees and agents). If At the Surviving Company merges intoClosing, consolidates Buyer will purchase a “tail” policy with or transfers all or substantially all of its assets respect to another Person, then the existing directors’ and in each such case, the Surviving Company shall make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations officers’ and fiduciary liability insurance policies of the Surviving Company Acquired Companies covering all current members of the board of directors and officers of the Acquired Companies for a period of six (6) years following the Closing Date. Buyer will not knowingly take or fail to take, and will take commercially reasonable steps to cause the Acquired Companies not to take or fail to take, any action that could reasonably be expected to result in the termination, cancellation, rescission or other adverse consequence with respect to the coverage provided by the tail policy(ies). Buyer will use, or cause the Acquired Companies to use, reasonable commercial efforts to submit claims (or assist the officers and directors covered under this the policy in submitting claims) and to take all other actions reasonably necessary to provide to the Acquired Companies and the directors and officers thereof the full benefits to which they are entitled under the tail policy(ies). This Section 6.5. The obligations set forth in this Section 6.5 shall 8.2.5 will continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent or employee director and officer of the Acquired Companies who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is at any time during that six (6) year period entitled to indemnification or advancement of expenses pursuant to any provisions contained in the such Acquired Companies’ Organizational Documents of the Company or any of the Company Subsidiaries as of the date hereof. In the event Buyer, any of the Acquired Companies or any of their respective successors and assigns (a) consolidates with or merges into any Person and is not the continuing or surviving corporation or entity in the consolidation or merger or (b) transfers all or substantially all of its properties and assets to any Person, then, and in either case, the successors and assigns of Buyer or the Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 8.2.5. Notwithstanding the foregoing, no director or officer of any Acquired Company will have any right of indemnification or right of advancement from Buyer or any of its Affiliates (including the Acquired Companies) with respect to breaches of this Agreement by such Person (in his or her capacity as a Stockholder) or the Company.

Continuation of Indemnification. Parent and the Company agree that after After the Closing, Buyer shall cause the Surviving Company shall and each Company Subsidiary to continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, each of the Company's ’s and the Company Subsidiaries' ’ present and former directors, managers, officers, employees managers and agentsofficers (“SHCR Representatives”), in each case in their capacities as such, from and against all damages, costs costs, and expenses actually incurred or suffered in connection with any threatened or pending action, suit suit, or proceeding at law Law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its and the Company Subsidiaries or the status of such individual as a director, officer, employee officer or agent manager at or prior to the Closing, and in furtherance thereof to advance to such SHCR Representatives expenses associated with any such action, suit, or proceeding to the fullest extent permitted (a) by Law, (b) as would have been permitted by the Organizational Documents in effect as of the date of this Agreement, or (c) pursuant to any agreement that provides for indemnification by the Company or any Company Subsidiary for the foregoing Persons in effect as of the date of this Agreement. The Surviving Buyer shall cause the Company shall and the Company Subsidiaries to retain or include in its certificate of incorporation and bylaws and the comparable their respective Organizational Documents of its Subsidiaries any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of immediately prior to the date hereof of this Agreement for the benefit of each of the Company's and the Company Subsidiaries' officers, directors, managers, employees and agents, SHCR Representatives and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officersSHCR Representatives, directors, managers, employees and agentsor if required by applicable Law). If If, after the Surviving Closing, the Company or any Company Subsidiary merges into, consolidates with with, or transfers all or substantially all of its assets to another Person, then and in each such case, the Surviving case Buyer shall cause such Company shall or Company Subsidiary to make proper provision so that the surviving or resulting corporation entity or the transferee in such transaction shall assume the obligations of the Surviving such Company or Company Subsidiary, as applicable, under this Section 6.56.6. The obligations set forth in this Section 6.5 6.6 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit suit, or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and such obligations are intended to benefit each director, officer, agent or employee SHCR Representative who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries Company Subsidiary or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the applicable Organizational Documents of the Company or any of the Company Subsidiaries as of the date hereofDocuments.

Continuation of Indemnification. Parent and the Company agree that after Following the Closing, Buyer agrees to cause the Surviving Company shall continue to to, in accordance with its Organizational Documents, indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company Subsidiaries' present and former directors, officers, managers, officerspartners, employees and agentsagents of the Company, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding Proceeding at law Law or in equity by any Person or any arbitration or administrative or other proceeding Proceeding relating to the business of the Company or its Subsidiaries or the status of such individual as a director, officer, manager, partner, employee or agent at or prior to the Closing, to the fullest extent permitted by any applicable Law. The Surviving Company shall retain Bxxxx agrees, for a period of six (6) years following the Closing Date, not to amend or include in its certificate of incorporation and bylaws and modify the comparable Organizational Documents of its Subsidiaries the Company with respect to any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of on the date hereof Closing Date for the benefit of the Company's and the Company Subsidiaries' (current or former) directors, officers, directors, managers, partners, employees and agents, and shall not thereafter amend the same agents (except to the extent that such amendment preserves, increases preserves or broadens the indemnification or other rights theretofore available to such directors, officers, directorsmanagers, managerspartners, employees and agents). If Prior to the Surviving Company merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such caseClosing, the Surviving Company shall make proper provision so that purchased and fully paid for “tail” policies (the surviving or resulting corporation or “Tail Policies”), the transferee in such transaction shall assume cost of which were borne by Sellers and Holdco, with respect to the obligations existing directors’ and officers’ liability, employment practices liability, and fiduciary liability insurance policies of the Surviving Company covering all current members of the board of directors, managers and officers of the Company for a period of six (6) years following the Closing Date and a cyber liability insurance policy of the Company for a period of three (3) years following the Closing Date. Buyer hereby covenants and agrees not to knowingly take or fail to take, and to take commercially reasonable steps to cause the Company not to take or fail to take, any action which could reasonably be expected to result in the termination, cancellation, rescission or other adverse consequence with respect to the coverage provided by such Tail Policies. Buyer further covenants and agrees to use, or cause the Company to use, reasonable commercial efforts to submit claims (or assist the officers and directors covered under this such policy in submitting claims) and to take all other actions reasonably necessary to provide to the Company and the directors and officers thereof the full benefits to which they are entitled under such Tail Policies. This Section 6.5. The obligations set forth in this Section 6.5 8.2.6 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, manager, partner, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is at any time during such six (6) year period entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents of the Company or any of the Company Subsidiaries as of the date hereof. In the event the Buyer, the Company or its successors and assigns (a) consolidates with or merges into any Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 8.2.6.

Continuation of Indemnification. Parent and Other than claims by a Seller (who also served as an officer, director, employee or agent of the Company agree Companies) with respect to Losses for which such Seller was obligated to indemnify the Buyer Indemnitees under Section 9.1, Buyer agrees that after the Closing, Buyer shall, or shall cause Holdings and the Surviving Company shall to continue to to, indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents harmless each of the Company Holdings and the Company Subsidiaries and permitted by applicable Law, each of the Company's and the Company Subsidiaries' ’s present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of Holdings or the Company or its Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, to the fullest extent permitted by any applicable Law. The Surviving Company Buyer shall retain or include in its certificate the Articles or Certificate of incorporation Incorporation and bylaws and By-Laws or Code of Regulations of the comparable Organizational Documents of its Subsidiaries Company any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of on the date hereof Closing Date for the benefit of Holdings or the Company's and the Company Subsidiaries' ’s officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, directors employees and agents). If the Surviving Company merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, Buyer shall make and shall cause the Surviving Company shall to make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of Buyer and the Surviving Company under this Section 6.58.2.8. The obligations set forth in this This Section 6.5 8.2.8 shall survive the Closing and continue for a period of six (6) years following the Closing, and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents Articles or Certificate of the Company Incorporation or any By-Laws or Code of the Company Subsidiaries Regulations as of the date hereof.

Continuation of Indemnification. Parent Purchaser and the Company agree that after the Closing, the Surviving Company Corporation shall continue to indemnify and hold harmless, to the fullest extent now provided in the applicable Organizational Documents of the Company and the Company Subsidiaries and permitted by applicable Law, harmless each of the Company's and the Company its Subsidiaries' present and former directors, managers, officers, employees and agents, in each case in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company or its Subsidiaries or the status of such individual as a director, officer, employee or agent at or prior to the Closing, to the fullest extent permitted by applicable Law. The Surviving Company Corporation shall retain or include in its certificate Certificate of incorporation Incorporation and bylaws By-Laws and the comparable Organizational Documents organizational documents of its the Subsidiaries any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect as of immediately prior to the date hereof Closing for the benefit of the Company's and the Company its Subsidiaries' officers, directors, managers, employees and agents, and shall not thereafter amend the same (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, managers, directors employees and agents). If the Surviving Company Corporation merges into, consolidates with or transfers all or substantially all of its assets to another Person, then and in each such case, the Surviving Company Corporation shall make proper provision so that the surviving or resulting corporation or the transferee in such transaction shall assume the obligations of the Surviving Company Corporation under this Section 6.57.07. The obligations set forth in this Section 6.5 7.07 shall continue for a period of six (6) years following the Closing, Closing and shall continue in effect thereafter with respect to any action, suit or proceeding commenced prior to the sixth (6th) anniversary of the Closing Date, and are is intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is either a party to an indemnification agreement with the Company or any of its Subsidiaries or now or hereafter is entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents Certificate of Incorporation or By-Laws of the Company or the comparable organizational documents of any of the Company Subsidiaries as of the date hereof. Notwithstanding the foregoing, the Surviving Corporation shall not be required to indemnify any person pursuant to this Section 7.07 in respect of any conduct that is finally adjudicated by a court of competent jurisdiction to constitute fraud or willful misconduct of such person.