Common use of Director and Officer Liability; Indemnification Clause in Contracts

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director or manager of the Company and its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided by the organizational documents and indemnification agreements of the Company and its Subsidiaries as in effect as of the date of this Agreement. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matter.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Employee Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation Company shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director director, manager or manager employee of the Company and or its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director director, manager or manager employee of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided by the organizational documents and indemnification agreements of the Company and its Subsidiaries as in effect as of the date of this Agreementpermitted under applicable Law (an “Indemnified Matter”). In the event of any such claim, action, suit, proceeding or investigationIndemnified Matter, (xA) promptly after receipt by an Indemnified Individual of notice of its involvement in such Indemnified Matter in respect of which indemnification may be sought hereunder, such Indemnified Individual will notify the Surviving Company in writing of such involvement (provided that failure to so notify the Surviving Company will not relieve the Surviving Company from liability which they may have to such Indemnified Individual pursuant to this Section 7.7, except to the extent the Surviving Company is materially prejudiced by such failure), (B) the Surviving Company shall be entitled to participate in and assume the defense of the Indemnified Individuals in connection with such Indemnified Matter, (C) no Indemnified Individual shall settle, compromise or consent to the entry of any judgment in any Indemnified Matter without the prior written consent of the Surviving Company (such consent not to be unreasonably withheld, conditioned or delayed), (D) if the Surviving Company does not elect to assume the defense of the Indemnified Individual in connection with such Indemnified Matter, each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation such Indemnified Matter from Parent or the Surviving Corporation Company within ten (10) Business Days of receipt by Parent the Surviving Company from the Indemnified Individual of a request therefor therefor, (subject to receipt by Parent or E) the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is Company shall not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), Matter unless such settlement, compromise or consent includes an unconditional release of such an applicable Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim Indemnified Matter or such Indemnified Individual otherwise consents and (zF) the Surviving Corporation Company shall reasonably cooperate in the defense of any such matter.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent shall, and shall cause the Surviving Company to, and the Surviving Corporation shall Company shall, indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, officer or director or manager of the Company and its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officerofficer or director, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided required to be indemnified by the organizational Company under any indemnification provision contained in the governing documents and indemnification agreements of the Company and or any of its Subsidiaries (as applicable) as in effect as of on the date of this AgreementAgreement and/or pursuant to any indemnity agreements between the Company and any such Person, in each case that continue to be in effect at the Effective Time (the “Indemnity Agreements”). In the event of any such claim, action, suit, proceeding or investigation, (xA) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten in accordance with the governing documents of the Company and its Subsidiaries (10as applicable) Business Days of and the Indemnity Agreements (as applicable) upon receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking by such Indemnified Individual to repay such expenses upon advances if it is ultimately cleared in a final, non-appealable judgement from judgment by a court of competent jurisdiction that such Person Indemnified Individual is not entitled to indemnification)indemnification hereunder or thereunder, (yB) neither Parent nor the Surviving Corporation Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an a full and unconditional release of such Indemnified Individual from all liability or potential liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (zC) the Surviving Corporation Company shall cooperate in have the right to control the defense of any such matterthereof.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit PlanPlan or Company Benefit Arrangement, from Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by the Effective Time through the sixth anniversary Company now existing in favor of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director director, manager or manager Unitholder of the Company and its Subsidiaries (the “Indemnified Individuals”) for such Indemnified Individual’s acts or omissions occurring at or prior to the Effective Time arising out of or pertaining to the fact that the Indemnified Individual is or was an officer, director, manager or Unitholder of the Company or its Subsidiaries as provided in the LLC Agreement as in effect on the date of this Agreement, or pursuant to any other indemnification agreements identified on Section 6.7(a) of the Company Disclosure Schedule in effect on the date of this Agreement (collectively, the “Indemnification Contracts”), shall survive the Merger from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs. Each of Purchaser and the Surviving Entity shall indemnify and hold harmless each Indemnified Individual from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director director, manager, Unitholder, agent, employee or manager fiduciary of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement Agreement, the Transactions and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent provided by the organizational documents and indemnification agreements of the Company and or its Subsidiaries would have been required to indemnify such Indemnified Individuals under applicable Law or as in effect as of the date of this Agreement. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred explicitly provided in the defense of any claimLLC Agreement and the Indemnification Contracts, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate accordance with any procedures set forth in the defense of any such matterLLC Agreement and the Indemnification Contracts.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time Closing through the sixth anniversary of the date on which the Effective Time occursClosing Date, each of Parent Purchaser and the Surviving Corporation Company shall indemnify and hold harmless each present (as of immediately prior to the Effective TimeClosing) and former officer, director or manager manager, of the Company and its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilitiesxxxxxxxxxxx, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, expenses (including attorneys’ fees and disbursementsdisbursements in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law and provided that such Indemnified Individual provides an undertaking to repay such advances to the extent if it is ultimately determined that such Indemnified Individual is not entitled to indemnification), incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative or investigative, arising out of or pertaining with respect to (i) the fact that the Indemnified Individual is or was an officer, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time Closing (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective TimeClosing, to the fullest extent provided permitted by the organizational documents and indemnification agreements of the Company and its Subsidiaries as in effect as of the date of this Agreementapplicable Law. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent Purchaser or the Surviving Corporation within ten (10) Business Days of Company promptly following receipt by Parent Purchaser from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification)therefor, (y) neither Parent Purchaser nor the Surviving Corporation Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), ) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation Company shall cooperate with such Indemnified Individual in the defense of any such matter. Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to indemnify any Person for such Person’s criminal conduct or fraud.

Director and Officer Liability; Indemnification. For a period of six (a6) Without limiting years after the Closing in the case of the Company or seven (7) years in the case of the Israeli Company Subsidiary, (i) Parent shall not, and shall not permit the Surviving Corporation or its Subsidiaries to, amend, repeal or modify any additional rights that provision in the Company’s or any Person may have of the Company Subsidiaries’ organizational documents relating to the exculpation, indemnification or advancement of expenses of any present or former officers, managers and/or directors (each, a “D&O Indemnified Person”) (unless and to the extent required by Law) and (ii) Xxxx Group shall and, jointly and severally, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, to the fullest extent permitted under any the respective organizational documents of each of the Surviving Corporation and each Company Benefit PlanSubsidiary, from the Effective Time through the sixth anniversary as applicable, as of the date on which the Effective Time occurshereof, each of Parent and the Surviving Corporation shall indemnify and hold harmless each present the D&O Indemnified Persons against and shall advance as incurred all D&O Expenses (as of immediately prior provided the D&O Indemnified Person to the Effective Timewhom D&O Expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification pursuant to this Section 4.5) and former officerall Losses, director or manager of the Company and its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgmentsjudgments and amounts paid in settlement in respect of any threatened, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any pending or completed claim, action, suit, proceeding action or investigationproceeding, whether criminal, civil, criminal, administrative or investigative, based on or arising out of or pertaining relating to (i) the fact that the Indemnified Individual such Person is or was an officer, a director or manager officer of the Company or any Company Subsidiaries or arising out of acts or omissions occurring on or prior to the Closing (a “D&O Indemnifiable Claim”) and (iii) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to assume all obligations of the Company and each Company Subsidiary, as applicable, to the D&O Indemnified Persons in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the respective organizational documents of each of the Company and each Company Subsidiary as in effect on the date hereof and (B) any indemnification agreements with a D&O Indemnified Person, which shall in each case survive the Closing and continue in full force and effect to the extent permitted by applicable Law. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully and finally satisfied. For the purposes of this Agreement, “D&O Expenses” shall include attorneys’ fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or participate in any D&O Indemnifiable Claim. In the event that the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger or (ii) matters existing transfers all or occurring substantially all of its assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation, as the case may be, or at or prior Parent’s option, Parent, shall assume the obligations set forth in this Section 4.5. In addition to the foregoing, Parent, Bioventus and the Company (including as the Surviving Corporation) shall enter into at the Effective Time the D&O Release attached hereto as Schedule 4.5. The maximum amount that may be recovered from the Xxxx Group pursuant to this Section 4.5, when taken together with any recovery from or amounts paid by the Xxxx Group pursuant to Article V hereof, shall in no circumstance exceed the aggregate amount of the Merger Consideration actually received by the Xxxx Group, it being understood that the Company Debt (including this Agreement other than the Related Party Debt) the Third Party Expense, the Contingent Bonus Pool and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided Common Merger Consideration will not be received by the organizational documents and indemnification agreements of the Company and its Subsidiaries as in effect as of the date of this Agreement. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matterXxxx Group.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit PlanThe Company, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify agree that all rights to indemnification and hold harmless each present (as all limitations on liability for acts or omissions occurring prior to the Effective Time existing in favor of immediately any individual who, on or prior to the Effective Time) and , is or was a current or former officer, director or manager employee of the Company and its any of Parent or their respective Subsidiaries (or, if deceased, such individual’s estates, heirs, personal representatives, successors and assigns) (collectively, the “Indemnified IndividualsD&O Indemnitees”) from and against all claims), losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred as provided in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that organizational documents of Parent and any applicable Parent Subsidiary in effect on the Indemnified Individual is or was an officer, director or manager date of the Company or its Subsidiaries this Agreement or (ii) matters existing any agreement providing for indemnification by Parent or occurring at the applicable Parent Subsidiaries in effect on the date of this Agreement to which Parent or prior to its Subsidiaries is a party or by which it is bound, shall survive the consummation of the transactions 48 contemplated hereby and continue in full force and effect and be honored by Parent and the Surviving Corporation and its Subsidiaries after the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided permitted by Delaware Law for a period of six (6) years from the organizational documents Effective Time. Parent shall, and indemnification agreements shall cause each of the Company Surviving Corporation and its Parent’s Subsidiaries as in effect as of to, take all actions required by, and otherwise comply with, the date provisions of this AgreementSection 6.7(a). In Without limiting the foregoing, in the event of any such claim, actionaction or proceeding, suit, proceeding or investigation, (i) Parent shall (x) each Indemnified Individual will be entitled periodically advance reasonable fees and expenses (including attorneys fees) with respect to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification)foregoing, (y) neither Parent nor pay the Surviving Corporation shall settlereasonable fees and expenses of counsel selected by each D&O Indemnitee, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents promptly after statements therefor are received and (z) the Surviving Corporation vigorously assist each D&O Indemnitee in such defense, and (ii) Parent shall cooperate in the defense of any matter; provided, however, that Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Prior to the Effective Time, the Parent shall obtain, at Parent’s expense, “tail” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance covering those directors and officers of the Parent and its Subsidiaries who, immediately prior to the Effective Time, were covered by Parent’s existing directors’ and officers’ liability insurance policies and in amount and scope at least as favorable to such matterdirectors and officers as such existing policies for claims arising from facts or events that occurred on or prior to the Effective Time.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time Closing through the sixth anniversary of the date on which the Effective Time occursClosing Date, each of Parent Purchaser and the Surviving Corporation Company Entities shall indemnify and hold harmless each present (as of immediately prior to the Effective TimeClosing) and former officer, director or manager of the Company and its Subsidiaries Entities (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director or manager of any of the Company or its Subsidiaries or (ii) Entities and to the extent relating to matters existing or occurring at or prior to the Effective Time Closing (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective TimeClosing, to the fullest extent provided permitted by applicable Law and to the organizational extent required pursuant to the governing documents and indemnification agreements of the Company and its Subsidiaries as Entities in effect as of the date of this Agreementhereof. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent Purchaser, the General Partner or the Surviving Corporation within ten (10) Business Days Company to the extent required pursuant to the governing documents of receipt by Parent from the Indemnified Individual Company Entities in effect as of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification)date hereof, (y) neither Parent nor none of Purchaser, the Surviving Corporation General Partner or the Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), ) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation General Partner and the Company shall reasonably cooperate in the defense of any such matter.

Director and Officer Liability; Indemnification. (a) Without limiting From and after the Closing, Buyer shall and shall cause each Conveyed Entity to take any additional necessary actions to ensure all rights that to exculpation and indemnification and all limitations on liability existing in favor of any Person may have under current or former officers or directors of the Conveyed Entities (collectively, the “Business Indemnitees”), as provided in (i) the applicable organizational documents of the Conveyed Entities in effect on the date hereof or (ii) any Company Benefit Planagreement between a Business Indemnitee and any Conveyed Entity providing for exculpation or indemnification by such Business Indemnitee in effect on the Closing Date and made available to Buyer prior to the date hereof, from in each case, shall survive the Effective Time through consummation of the Transactions and shall continue in full force and effect and be honored by the Conveyed Entities after the Closing, except to the extent required by applicable Law, for a period of six (6) years thereafter. Following the Closing for a period of six (6) years thereafter, except to the extent required by applicable Law, Buyer shall not permit any of the Conveyed Entities to take any action so as to amend, modify, limit or repeal the provisions for indemnification of the Business Indemnitees contained in the applicable organizational documents of the Conveyed Entities in effect on the date hereof of any Conveyed Entity in such a manner as would adversely affect the rights of any Business Indemnitee to be exculpated or indemnified by such Persons in respect of their serving in such capacities prior to the Closing. If any Action (whether arising before, at or after the Closing) subject to the exculpation or indemnification rights referred to above is made against 58 any Business Indemnitees on or prior to the sixth anniversary of the date on which Closing, the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director or manager provisions of the Company and its Subsidiaries prior sentences of this Section 5.7(a) shall continue in effect until the final disposition of such Action. (the “Indemnified Individuals”b) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at At or prior to the Effective Time Closing, the Sellers shall, in consultation with Buyer, cause the Conveyed Entities to purchase, a non-terminable extension of (including or equivalent insurance with respect to coverage, retentions, amounts and other material terms to) the current directors’ and officers’ liability insurance policy of the Conveyed Entities (the “D&O Insurance”). The D&O Insurance shall (i) have an effective term of six years from the Closing, (ii) cover each current director or officer currently covered by the applicable directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and the other transactions and actions contemplated hereby), whether asserted omissions occurring on or claimed prior to, at or after the Effective Time, to the fullest extent provided by the organizational documents Closing, and indemnification agreements (iii) contain terms that are no less favorable than those of the Company applicable directors’ and its Subsidiaries as officers’ insurance policy in effect as of on the date of this Agreement. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction ; provided that such Person is not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim event the aggregate premium and policy limit for such D&O Insurance shall be no higher than what is set forth in Section 5.7(b) of the Seller Disclosure Schedules. The costs of the D&O Insurance shall be borne fifty percent (50%) by the Sellers and in which indemnification could be sought by such Indemnified Individual hereunderfifty percent (50%), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matter.

Director and Officer Liability; Indemnification. (a) Without limiting any additional If the Closing occurs, the Company agrees that all rights that any Person may have under to indemnification and all limitations on liability existing in favor of any Company Benefit Plan, from Indemnitee as provided in the Effective Time through the sixth anniversary certificates of incorporation or bylaws of the date on Company or any Subsidiary of the Company, or any Indemnity Agreement to which the Effective Time occursCompany or any Subsidiary of the Company is a party, each shall survive the consummation of Parent the transactions contemplated by this Agreement and continue in full force and effect and be honored by the Company and the Surviving Corporation Subsidiaries of the Company after the Closing. To the extent permitted by (i) the certificate of incorporation and bylaws of the Company or any Subsidiary of the Company or (ii) any agreement providing for indemnification by the Company, any Subsidiary of the Company or any Company Indemnitee in effect on the date of this Agreement (an "INDEMNITY AGREEMENT"), advancement of Expenses pursuant to this Section 5.5(a) shall be mandatory rather than permissive and the Company shall advance any Expenses in connection with such indemnification. In addition to the other rights provided for in this Section 5.5(a) and not in limitation thereof, for six years from and after the Closing Date, the Company shall, and shall cause the Subsidiaries of the Company to, to the fullest extent permitted by applicable law, (i) indemnify and hold harmless each present (as of immediately the individuals who on or prior to the Effective TimeClosing Date were officers, directors or employees of the Company or any Subsidiary of the Company, and the heirs, trustees, fiduciaries and administrators of such officers, directors or employees (collectively, the "COMPANY INDEMNITEES") and former officeragainst all losses, director Expenses, claims, damages, liabilities, judgments, or manager amounts paid in settlement (collectively, "COSTS") in respect of any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative to the extent based on, or arising out of or relating to the fact that such person is or was a director, officer or employee of the Company or any Subsidiary of the Company and its Subsidiaries arising out of acts or omissions occurring on or prior to the Closing Date (including, without limitation, in respect of acts or omissions in connection with this Agreement and the “Indemnified Individuals”transactions contemplated hereby) from (an "INDEMNIFIABLE CLAIM") and against (ii) advance to such Company Indemnitees all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, Expenses incurred in connection with any claimIndemnifiable Claim promptly after receipt of a reasonably detailed statement therefor. In the event any Indemnifiable Claim is asserted or made within such six year period, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out all rights to indemnification and advancement of Expenses in respect of any such Indemnifiable Claim shall continue until such Indemnifiable Claim is disposed of or pertaining to (i) the fact all judgments, orders, decrees or other rulings in connection with such Indemnifiable Claim are fully satisfied; PROVIDED, HOWEVER, that the Indemnified Individual is Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or was an officer, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated herebydelayed), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided by the organizational documents and indemnification agreements . The obligations of the Company and its the Subsidiaries as in effect as of the date Company under this Section 5.5(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.5(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.5(a) applies shall be third party beneficiaries of this AgreementSection 5.5(a)). In If the event Closing occurs, the Company shall, and shall cause the Subsidiaries of the Company to pay all Expenses to any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses Company Indemnitee incurred in enforcing the defense of any claim, action, suit, proceeding indemnity or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnificationother obligations provided for in this Section 5.5(a), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matter.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from After the Effective Time through the sixth anniversary Time, all rights to exculpation, indemnification and reimbursement and advancement of expenses, and all limitations on liability, existing in favor of any current or former officer or member of the date on which board of directors or board of managers (or comparable governing body) of the Effective Time occursCompany and/or any of its Subsidiaries (collectively, each the “Company Indemnitees”), as provided in the articles or certificate of Parent incorporation or formation, limited liability company agreement, by-laws or other organizational documents of the Company or any of its Subsidiaries, and/or in any agreements or arrangements of the Company or any of its Subsidiaries providing for similar rights and limitations in favor of any of the Surviving Corporation shall indemnify and hold harmless each present (Company Indemnitees, in any such case as in effect as of immediately prior to the Effective Time) and former officer, director or manager Time shall survive the consummation of the Company transactions contemplated hereby and continue in full force and effect, and Parent shall, and Parent shall cause the Surviving Corporation and each of its Subsidiaries (the “Indemnified Individuals”) from to, honor all such rights and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to limitations after the Effective Time in accordance with their terms. All such rights of exculpation, indemnification and reimbursement and advancement of expenses, and all such limitations on liability, shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee without the consent of such affected Company Indemnitee (including it being expressly agreed that the Company Indemnitees shall be third party beneficiaries of this Agreement Section 5.6). From and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided by the organizational documents and indemnification agreements of the Company and its Subsidiaries as in effect as of the date of this Agreement. In the event of any such claimParent, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days and the Subsidiaries of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settlepay all costs and expenses to any Company Indemnitee, compromise as incurred, in connection with enforcing the exculpation, indemnity, reimbursement, advancement, limitations or consent to the entry of any judgment other rights or obligations provided for in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunderthis Section 5.6(a), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matter.. 55

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit PlanThe Company, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify agree that all rights to indemnification and hold harmless each present (as all limitations on liability for acts or omissions occurring prior to the Effective Time existing in favor of immediately any individual who, on or prior to the Effective Time) and , is or was a current or former officer, director or manager employee of the Company and its any of Parent or their respective Subsidiaries (or, if deceased, such individual’s estates, heirs, personal representatives, successors and assigns) (collectively, the “Indemnified IndividualsD&O Indemnitees”) from and against all claims), losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred as provided in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that organizational documents of Parent and any applicable Parent Subsidiary in effect on the Indemnified Individual is or was an officer, director or manager date of the Company or its Subsidiaries this Agreement or (ii) matters existing any agreement providing for indemnification by Parent or occurring at the applicable Parent Subsidiaries in effect on the date of this Agreement to which Parent or prior to its Subsidiaries is a party or by which it is bound, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by Parent and the Surviving Corporation and its Subsidiaries after the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided permitted by Delaware Law for a period of six (6) years from the organizational documents Effective Time. Parent shall, and indemnification agreements shall cause each of the Company Surviving Corporation and its Parent’s Subsidiaries as in effect as of to, take all actions required by, and otherwise comply with, the date provisions of this AgreementSection 6.7(a). In Without limiting the foregoing, in the event of any such claim, actionaction or proceeding, suit, proceeding or investigation, (i) Parent shall (x) each Indemnified Individual will be entitled periodically advance reasonable fees and expenses (including attorneys fees) with respect to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification)foregoing, (y) neither Parent nor pay the Surviving Corporation shall settlereasonable fees and expenses of counsel selected by each D&O Indemnitee, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents promptly after statements therefor are received and (z) the Surviving Corporation vigorously assist each D&O Indemnitee in such defense, and (ii) Parent shall cooperate in the defense of any matter; provided, however, that Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Prior to the Effective Time, the Parent shall obtain, at Parent’s expense, “tail” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance covering those directors and officers of the Parent and its Subsidiaries who, immediately prior to the Effective Time, were covered by Parent’s existing directors’ and officers’ liability insurance policies and in amount and scope at least as favorable to such matterdirectors and officers as such existing policies for claims arising from facts or events that occurred on or prior to the Effective Time.

Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director director, manager, agent, employee or manager fiduciary of the Company and its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director director, manager, agent, employee, fiduciary or manager agent of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided by the organizational documents and indemnification agreements of the Company and its Subsidiaries as in effect as of the date of this Agreementpermitted under applicable Law. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) 10 Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification)therefor, (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matter.